EXHIBIT 10.1

CONFIDENTIAL TREATMENT
REQUESTED: Certain portions of this document
have been omitted pursuant to a request for confidential treatment and, where
applicable, have been marked with an asterisk (“[*****]”) to denote where
omissions have been made. The confidential material has been filed separately
with the Securities and Exchange Commission.

Development and License

Agreement

THIS DEVELOPMENT AND LICENSE AGREEMENT
(the “Agreement”) is entered into as of 21 June, 2008 (the “Effective Date”) by
and between and EMISPHERE TECHNOLOGIES, INC., a Delaware corporation having an
address at 240 Cedar Knolls Road, Cedar Knolls, NJ 07927, USA (“Emisphere”) and
NOVO NORDISK AS, a Danish corporation having an address at Novo Allé, 2880
Bagsvaerd, Denmark (“Novo Nordisk”).

RECITALS

     WHEREAS, Emisphere is a biopharmaceutical
company specializing in the discovery, development, and commercialization of
proprietary drug delivery technology;

     WHEREAS, Novo Nordisk is a leading global
health care company engaged in the research, development and commercialization
of pharmaceutical products;

     WHEREAS, Emisphere and Novo Nordisk have
entered into a certain Research, Collaboration and Option Agreement with an
effective date of July 6th, 2007;

     WHEREAS, Novo Nordisk desires to obtain,
and Emisphere is willing to grant to Novo Nordisk, an exclusive, worldwide right
to develop and commercialize formulations of GLP-1 Receptor Agonists (as defined
below) with certain of Emisphere’s proprietary delivery agents for oral
administration only, subject to the terms and conditions set forth herein;
and

     WHEREAS, Novo Nordisk desires to obtain,
and Emisphere is willing to grant to Novo Nordisk, exclusivity to certain
Emisphere proprietary delivery agent(s), subject to the terms and conditions set
forth herein.

     NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as
follows:

1. Definitions and
Interpretation

1.1 The following words have the following meaning when used in this
Agreement.

“Affiliate” means any corporation, company, partnership, joint venture or
other entity which Controls, is Controlled by, or is under common Control with a
Party, as the case may be. For the purpose of this definition, “Control” means
the ownership of more than fifty percent (50%) of the issue share capital or the
legal power to direct or cause the direction of the general management and
policies of the Party in question. For purposes of this definition, MHR Capital
Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional
Partners II LP, MHR Institutional Partners IIA LP and their owners and their
affiliates are not Affiliates of Emisphere.

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“API” means active pharmaceutical ingredient.

“Auditor” shall have the meaning provided in Section 7.6.

“Background Intellectual
Property” means all Intellectual Property in
existence and Controlled by a Party prior to the effective date of the Option
Agreement or conceived by a Party independently during the term of the Option
Agreement or this Agreement and that is used in connection with the work
performed during the term of this Agreement.

“Carrier” means synthetic chemical compounds, including pharmaceutically
acceptable salts, solvates, and polymorphs identified by Emisphere for use in
oral delivery of therapeutics molecules and that are claimed or disclosed in
Emisphere Patent Rights or are Controlled by Emisphere.

“Carrier [*****]” means the Carrier whose structure is shown in Exhibit A.

“Commercially Reasonable
Efforts” means such application of effort and
resources by the relevant Party as would be consistent with its actions in
respect of a product or compound Controlled by such Party, which is of similar
market potential and at a similar stage in its development or product life,
taking into account, without limitation, with respect to a product issues of
safety and efficacy, product profile, the proprietary position of the product,
the then current competitive environment for the product and the likely timing
of the product's entry into the market, the regulatory environment of the
product, and other relevant scientific, technical and commercial factors.
Notwithstanding the foregoing, to the extent that the performance of a Party's
responsibilities hereunder is adversely affected by the other Party's failure to
perform its responsibilities hereunder, such Party will not be deemed to have
failed to use its Commercially Reasonable Efforts in performing such
responsibilities.

“Confidential
Information” means confidential and
proprietary technical, commercial and other information, know-how, drawings,
specifications, models and/or designs relating to the design, development,
manufacture, production, registration (including but not limited to information
relating to safety, adverse events and recalls), promotion, distribution,
marketing, performance, sale or use of the Licensed Product(s) and information
concerning business transactions or associations including other technical or
commercial co-operation or collaborative arrangements or financial arrangements
with other persons or bodies or customers (existing or potential or otherwise)
or licensors or licensees. Confidential Information includes without limitation
and without prejudice to the generality of the foregoing:  


	    	(i)	    	all experimental,
      manufacturing, process, analytical, packaging, product, warehousing,
      quality control and quality assurance and marketing specifications,
      standards, procedures, processes, methods, instructions and techniques,
      samples, prototypes, formulae, writings of any kind, opinions or otherwise
      unwritten data or in the form of computer software or computer programs or
      any part thereof in any code or language relating to the Licensed
      Product(s);



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		(ii)		all data and
      proprietary know-how relating to the Carriers, Products and/or Licensed
      Product(s);
		 
		(iii)		any biological,
      chemical or physical materials;
		 
		(iv)		information necessary
      or useful in obtaining registration or approval from any Regulatory
      Authority;
		 
		(v)		all other information
      and other material supplied to or received by a Party on a confidential
      basis pursuant to this Agreement;
		 
		(vi)		any reports provided
      under this Agreement; and
		 
	    	(vii)	    	the terms of this
      Agreement.


“Control” or “Controlled”
means with respect to a particular item, material,
information or Intellectual Property, that a Party, as of the effective date of
this Agreement and during its Term, owns or has a license to and that the Party
has the ability to use or grant licenses or sublicenses to.

“Covered by” means, with respect to any Licensed Product, that the
manufacture, use, offer for sale, sale or importation of such Licensed
Product(s) would (if such activity were performed by a Third Party) infringe an
Issued Patent Claim.

“D&C Event” will have the meaning provided in Section 3.2.

“EMEA” means the European Agency for the Evaluation of Medicinal Products or any
successor agency thereto.

“Emisphere Background Intellectual
Property” means Background Intellectual
Property solely related to the Program Carriers and Controlled by
Emisphere.

“Emisphere Foreground Intellectual
Property” means Intellectual Property arising
from work performed under the Option Agreement or this Agreement solely relating
to the Program Carriers, whether conceived, discovered, reduced to practice or
writing, generated or developed by the employees, agents or consultants of
Emisphere and its Affiliates or by the employees, agents or consultants of Novo
Nordisk and its Affiliates.

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“Emisphere Intellectual
Property” means Emisphere Background
Intellectual Property and Emisphere Foreground Intellectual Property.

“Exclusive Program
Carrier” will have the meaning provided in
Section 2.2(a).

“FDA” means the United States Food and Drug Administration, or any successor
agency thereto having the administrative authority to regulate the marketing to
human pharmaceutical products or biological therapeutic products, delivery
systems and devices in the United States of America.

“Field” means the treatment or prevention of human disease or condition using any
Licensed Product.

“First Commercial Sale”
means, in a country, the first commercial sale in that
country by Novo Nordisk or its Affiliates or a sublicensee of a Licensed
Product(s) to a Third Party following receipt of marketing approval to sell such
Licensed Product(s) in such country. Sales for clinical studies, com-passionate
use, named patient programs, sales under a treatment IND, any non-registrational
studies, or any similar instance where the Licensed Product(s) is sold at cost
or supplied without charge such as clinical supplies, free samples (promotional
or otherwise) or as donations (for example to non-profit institutions or
government agencies for a non-commercial purpose) shall not constitute a First
Commercial Sale.

“Foreground Intellectual
Property” means all Intellectual Property
arising from work performed under the Option Agreement or this Agreement whether
conceived, discovered, reduced to practice or writing, generated or developed by
the employees, agents or consultants of Emisphere or its Affiliates or by the
employees, agents or consultants of Novo Nordisk or its Affiliates.

“Formulation Intellectual
Property” means all Intellectual Property
arising from work performed under this Agreement that relates to Know-How and
Patent Rights that claim formulations of GLP-1 Receptor Agonists with Carriers
including formulations of Product(s) with Program Carrier(s) whether conceived,
discovered, reduced to practice or writing, generated or developed by the
employees, agents or consultants of Emisphere or its Affiliates or by the
employees, agents or consultants of Novo Nordisk or its Affiliates.

“GLP-1 Receptor
Agonist(s)” means a [*****] that has the ability to
[*****] and initiate
[*****] where such
[*****] include but are
not limited to [*****] and [*****] and [*****] but excluding [*****].

“Intellectual Property”
means Know-How and Patent Rights.

“Issued Patent Claim”
means, on a country by country basis, a claim of an
issued patent that covers Licensed Product(s) and that has not:

(a) lapsed,
expired, been formally disclaimed by written submission to any US or foreign
patent office, withdrawn, cancelled or abandoned; or

(b) been
held revoked, invalid or unenforceable in an unappealable or unappealed decision
of a court or other body of competent jurisdiction.

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If there should be two or more
decisions within the same country which are conflicting with respect to the
invalidity or unenforceability of the same claim, the unappealed or unappealable
decision of the highest tribunal shall thereafter control.

“Know-how” means ideas, concepts, discoveries, inventions, developments
and non-public, confidential or proprietary trade secrets, techniques,
methodologies, modifications, innovations, improvements, designs and design
concepts, and any other information that is necessary or useful for the
research, development, manufacture, use, import, export, sale, offer for sale,
transfer, or regulatory approval of products or processes, including but not
limited to technical information, expertise, processes, techniques,
specifications, formulas, procedures, protocols, and data, results and other
information generated or developed through experiments and testing.

“Licensed Know-how” means Know-How Controlled by Emisphere that is directed to the
Program Carrier(s), the Licensed Product(s), or their use or
production/manufacturing, and which is necessary or useful for the research,
development, manufacture, use, import, export, sale, offer for sale, transfer,
and/or regulatory approval of Licensed Product(s). Licensed Know-How shall in
addition include Know-How Controlled by Emisphere developed during the term of
this Agreement that is related to the Program Carrier(s) or the Licensed
Product(s), their use or production/manufacturing, and which is necessary or
useful for the research, development, manufacture, use, import, export, sale,
offer for sale, transfer, and/or regulatory approval of Licensed Product(s).
Licensed Know-How does not include Know-How which (i) at the time of disclosure
by Emisphere to Novo Nordisk was already in the public domain through no
wrongful act of Novo Nordisk; (ii) prior to the disclosure by Emisphere to Novo
Nordisk, or the development by Emisphere or Novo Nordisk under this Agreement,
was already in Novo Nordisk’s possession from a Third Party source that was
under no obligation to Emisphere to keep such information confidential, or from
Emisphere without any obligation of confidentiality on the part of Novo Nordisk;
or (iii) was developed independently by Novo Nordisk, outside of the Option
Agreement and this Agreement, without the assistance of Emisphere and without
any use of Confidential Information Controlled by Emisphere.

“Licensed Product(s)”
means any pharmaceutical formulation suitable for
administration to humans where such formulation contains at least one Product in
combination with a Program Carrier.

“Licensed Patents” means (i) any Patent Rights directed to the Emisphere
Intellectual Property; and (ii) any other Patent Rights Controlled by Emisphere
having at least one Issued Patent Claim that would be infringed by the
manufacture, import, use, offering for sale, or sale of a Licensed Product(s)
(if such activity were performed by a Third Party). 

“[*****]” means [*****].

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“NDA” means an application and all amendments and supplements thereto filed
with the FDA, or the equivalent application filed with any equivalent agency or
governmental authority outside the United States of America (including any
supra-national agency such as in the European Union), including all documents,
data, and other information concerning a pharmaceutical product which are
necessary for gaining Regulatory Approval to market and sell such pharmaceutical
product.

“Net Sales” shall be calculated in the same manner as Novo Nordisk
calculates Net Sales reported to its shareholders and shall mean all revenues,
recognized in accordance with the International Financial Reporting Standards,
from the sale of a Licensed Product(s) by Novo Nordisk or its Affiliates or its
sublicensees, less the following deductions which are actually incurred,
allowed, paid, accrued or specifically allocated:

(a) credits
or allowances actually granted for damaged Licensed Product(s)s, returns or
rejections of Licensed Product(s), price adjustments and billing
errors;

(b)
governmental and other rebates (or equivalents thereof) granted to managed
health care organizations, pharmacy benefit managers (or equivalents thereof),
federal, state, provincial, local and other governments, their agencies and
purchasers and reimbursers or to trade customers;

(c) normal
and customary trade, cash and quantity discounts, allowances and credits
actually allowed or paid;

(d)
commissions allowed or paid to Third Party distributors, brokers or agents other
than sales personnel, sales representatives and sales agents employed by Novo
Nordisk;

(e)
transportation costs, including insurance, for outbound freight related to
delivery of a Licensed Product(s) to the extent included in the gross amount
invoiced;

(f) sales
taxes, VAT taxes and other taxes directly linked to the sales of Licensed
Product(s) to the extent included in the gross amount invoiced; and

(g) any
other items that reduce gross sales amounts as required by the International
Financial Reporting Standards applied on a consistent basis.

Net Sales shall not include sales at
Novo Nordisk’s cost price to Affiliates or to contractors or sublicensees
engaged by or partnered with Novo Nordisk to develop, promote, co-promote,
market, sell or otherwise distribute a Licensed Product(s). However, subsequent
sales of Licensed Product(s) by Novo Nordisk Affiliates, contractors, or
sublicensees shall be included in the Net Sales when sold in the market for
end-user use.

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For Net Sales of a Licensed Product
sold or supplied as a “Combination” where “Combination” means Licensed
Product(s) as sold or supplied is a pharmaceutical product containing, in
addition to the Licensed product(s), one or more biologically active
pharmaceutical(s) which are not Licensed Product(s), the Net Sales of such a
Combination in a country will be determined by multiplying the Net Sales of such
Combination by the fraction of A/A+B, where A is the average unit selling price
of the Licensed Product sold separately in that country and B is the total
average unit selling price of the other biologically active pharmaceutical(s),
when sold separately in that country. If neither the Licensed Product nor the
other biologically active pharmaceutical(s) of the Combination are sold
separately, then the Parties shall negotiate in good faith the value of the
other biologically active pharmaceutical(s) of the Combination that are to be
deducted from the Net Sales of the Combination in determining the Net Sales of
the Licensed Product contained in the Combination.

Monetary conversion from the currency
of a country outside the U.S. in which a Licensed Product(s) is sold into U.S.
dollars shall be calculated at the rates of exchange used by Novo Nordisk in
producing its quarterly and annual reports to its shareholders, as confirmed by
Novo Nordisk’s independent registered public accountants.

“Non-GLP-1 Receptor
Agonist” means any API other than a GLP-1
Receptor Agonist.

“Non-Exclusive Program
Carrier” will have the meaning provided in
the first sentence of Section 2.2(d).

“Novo Nordisk Background
Intellectual Property” means Background
Intellectual Property solely related to Products and Controlled by Novo
Nordisk.

“Novo Nordisk Foreground
Intellectual Property” means all (i)
Formulation Intellectual Property, (ii) Option Agreement Formulation
Intellectual Property, and (iii) Intellectual Property arising from work
performed under the Option Agreement or this Agreement, solely relating to
Product(s), their method(s) of production or their method(s) of use, whether
conceived, discovered, reduced to practice or writing, generated or developed by
the employees, agents or consultants of Emisphere or its Affiliates or by the
employees, agents or consultants of Novo Nordisk or its Affiliates.

“Novo Nordisk Intellectual
Property” means Novo Nordisk Background
Intellectual Property and Novo Nordisk Foreground Intellectual
Property.

“Option Agreement” means the Research, Collaboration and Option Agreement
executed by Parties with an effective date of July 6th, 2007.

“Option Agreement Formulation
Intellectual Property” means Formulation
Intellectual Property as defined in the Option Agreement and arising form work
performed under the Option Agreement.

“Party” means Emisphere and its Affiliates or Novo Nordisk and its
Affiliates.

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“Parties” means Emisphere and its Affiliates and Novo Nordisk and its
Affiliates.

“Patent Authority” means a governmental, intergovernmental, or
government-authorized body responsible for receiving, examining, issuing,
extending or maintaining patents.

“Patent Rights” means all patents and patent applications, and any and all
continuations, continuations-in-part, divisionals, utility models, extensions
(including extensions under the U.S Patent Term Restoration Act, extensions of
patents under the Japanese Patent Law and Supplementary Protection
Certificates), renewals, substitutions and additions thereof and all reissues,
revalidations and re-examinations thereof, including any and all patents issuing
there from and any and all foreign counter-parts thereof.

“Phase 1 Clinical Trial”
means a human clinical trial that satisfies the
requirements for a Phase 1 study as defined in 21 C.F.R. Part 312.21(a) (or its
successor regulation) or the equivalent human clinical trial outside the
US.

“Phase 2 Clinical Trial”
means a human clinical trial that satisfies the
requirements for a Phase 2 study as defined in 21 C.F.R. Part 312.21(b) (or its
successor regulation) or the equivalent human clinical trial outside the
US.

“Phase 3 Clinical Trials”
means a human clinical trial that satisfies the
requirements for a Phase 3 study as defined in 21 C.F.R. Part 312.21(c) (or its
successor regulation) or the equivalent human clinical trial outside the
US.

“Product(s)” means any GLP-1 Receptor Agonist(s).

“Program Carriers” means up to [*****]
Carriers that are selected by Novo Nordisk, at its sole
discretion, in writing during or before the Term of this Agreement from the
Carriers made available by Emisphere. Program Carriers may be either Exclusive
Program Carriers or Non-Exclusive Program Carriers. Carrier [*****] and [*****] have been selected by Novo Nordisk
as an Exclusive Program Carrier and a Non-Exclusive Program Carrier respectively
as of the Effective Date.

“Regulatory Approval”
means any approvals (including price and reimbursement
approvals), licenses, registrations, or authorizations of the European Union or
of any country, federal, state or local regulatory agency, department, bureau or
other government entity that is necessary for the manufacture, use, storage,
import, transport and/or sale of a Licensed Product in such
jurisdiction.

“Regulatory Authority”
means any national, supra-national, regional, state or
local regulatory agency, department, bureau, commission, council or other
governmental entity, whose approval or authorization is necessary for, or to
whom notice must be given prior to, the manufacture, distribution, use or sale
of a Licensed Product or the designation of a Licensed Product as an orphan drug
(or equivalent designation).

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“Selection Date” means any date during the Term on which Novo Nordisk notifies
Emisphere in writing of its selection of a Carrier as a Program
Carrier.

“[*****]” means the Carrier whose structure is shown in Exhibit A.

“Term” shall have the meaning provided in Section 12.1.

“Territory” means the world.

“Third Party” means any party other than the Parties and their
Affiliates.

1.2 Interpretation

In this Agreement headings are for
convenience only and do not affect interpretation, and unless the context
indicates a contrary intention:

(a) if a
word or phrase is given a defined meaning, any other part of speech or
grammatical form of that word or phrase has a corresponding meaning;

(b) a
reference to a Party, Section, schedule, attachment or Exhibit is a reference to
a Party, Section, schedule, attachment or Exhibit to this Agreement;

(c) a
Section, schedule, attachment or Exhibit to this Agreement forms a part of this
Agreement, but if there is inconsistency between this Agreement and any
schedule, attachment or Exhibit to it, this Agreement shall prevail unless the
Parties have agreed otherwise in writing;

(d) a
reference to a document (including this Agreement) is to that document as
varied, novated, ratified or replaced from time to time;

(e) a
reference to a statute includes its delegated legislation, and a reference to a
statute or delegated legislation or a provision of either includes
consolidations, amendments, reenactments and replacements;

(f) a
reference to “includes” in any form is not a word of limitation;

(g) a
reference to a Party shall not or a Party does not have a right to do an act, or
prohibition of a Party from doing an act, means the Party and its Affiliates
shall not and have no right to do so, and are prohibited from doing so, directly
or indirectly, by or with sublicencees, subcontractors or in
collaboration;

(h) unless
otherwise specifically stated, all provisions are assumed to be applicable
during and throughout the Term of this Agreement;

(i) the
captions and headings of clauses contained in this Agreement preceding the text
of the Sections, sections, subsections and paragraphs hereof are inserted solely
for convenience and ease of reference only and shall not constitute any part of
this Agreement, or have any effect on its interpretation or
construction;

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(j)
references to days shall mean calendar days, unless otherwise
specified;

(k)
ambiguities and uncertainties, if any, shall not be interpreted against either
Party, irrespective of which Party may be deemed to have caused the ambiguity or
uncertainty to exist; and

(l) this
Agreement has been prepared in the English language and the English language
shall control its interpretation. In addition, all notices required or permitted
to be given hereunder, and all written, electronic, oral or other communications
between the Parties regarding this Agreement shall be in the English
language.

2. Grant of Rights and Selection of
Program Carriers

2.1 Grant of Rights and Exclusivity for
Formulations Containing GLP-1 Receptor Agonists and Carriers.

(a)
Emisphere grants Novo Nordisk and its Affiliates a worldwide, royalty-bearing
exclusive license, with the right for Novo Nordisk and its Affiliates to
sublicense under the Licensed Patents and Licensed Know-How, to research,
develop, make, have made, use, import, export, sell, offer for sale, and
otherwise transfer the Licensed Product(s) in the Territory during the
Term;

(b) If
Emisphere has rights to Intellectual Property Controlled by a Third Party, for
example under an option or a right or first refusal granted to Emisphere by such
Third Party, and if such Intellectual Property is necessary or useful for Novo
Nordisk to research, develop, make, have made, use, import, export, sell, offer
for sale, and otherwise transfer the Licensed Product(s), then Emisphere shall,
to the extent permitted under the terms of the agreement with such Third Party,
obtain a license to such Intellectual Property, with a right to sublicense to
Novo Nordisk, in order to ensure that is included in the Licensed Patents and/or
Licensed Know-How;

(c)
Emisphere shall not grant a license to a Third Party under Emisphere
Intellectual Property to research, develop, make, have made, use, import,
export, sell, offer for sale and/or otherwise transfer a formulation(s) of a
GLP-1 Receptor Agonist with any Carrier or a formulation of [*****] with a Program Carrier
nor shall Emisphere itself research, develop, make, have made, use, import,
export, sell, offer for sale and/or otherwise transfer a formulation(s) of a
GLP-1 Receptor Agonist with any Carrier or a formulation of [*****] with a Program Carrier
other than to fulfill its obligations under this Agreement;

(d) Novo
Nordisk shall at all times retain the unrestricted right to develop or
commercialize any formulation of GLP-1 Receptor Agonists whether alone or with
any agent that is not a Carrier.

(e) No right or license
under any Intellectual Property is granted or shall be granted by implication
under this Agreement. All such rights or licenses are or shall be granted only
as expressly provided in the terms of this Agreement.

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2.2 Carrier Exclusivity and Selection
of Program Carriers.

(a) If, as
of the Selection Date, Emisphere has not granted a license to a Third Party
under Emisphere Intellectual Property to research, develop, make, have made,
use, import, export, sell, offer for sale and/or otherwise transfer a
formulation(s) of a Non-GLP-1 Receptor Agonist with the Program Carrier or is
itself not researching, developing or commercializing a formulation a Non-GLP-1
Receptor Agonist with such Program Carrier as shown by written records that
predate the Selection Date, then from the Selection Date forward and for the
term of this Agreement, provided Novo Nordisk makes the payments set forth in
Section 3.4, such Program Carrier shall be subject to the exclusive license
granted to Novo Nordisk under Section 2.1(a) and to the restriction set forth in
section 2.1(c) and further --

(i)
Emisphere shall, subject to section 2.2(e), grant an exclusive license to Novo
Nordisk under Emisphere Intellectual Property to research, develop, make, have
made, use, import, export, sell, offer for sale or otherwise transfer a
formulation(s) of any Non-GLP-1 Receptor Agonist with the Program
Carrier;

(ii) and
Emisphere shall not grant a license to a Third Party under Emisphere
Intellectual Property to research, develop, make, have made, use, import,
export, sell, offer for sale and/or otherwise transfer a formulation(s) of a
Non-GLP-1 Receptor Agonist with the Program Carrier nor shall Emisphere itself
research, develop, make, have made, use, import, export, sell, offer for sale
and/or otherwise transfer a formulation(s) of any Non-GLP-1 Receptor Agonist
with the Program Carrier (a Program Carrier subject to the licenses and
restrictions described in this section 2.2 (a) being an “Exclusive Program
Carrier”).

(b)
Notwithstanding anything in section 2.2(a) and subject to the last sentence in
section 2.2(d), Emisphere’s Carrier commonly referred to as [*****] is a Non-Exclusive
Program Carrier.

(c) Within
thirty (30) days of the Selection Date, Novo Nordisk will have the right to
provide Emisphere with a written due diligence request (hereafter “Due Diligence
Request”) for the Program Carrier identified on the Selection Date. If such Due
Diligence Request is provided by Novo Nordisk to Emisphere, Emisphere will
provide a written response to such Due Diligence Request to Novo Nordisk no
later than sixty (60) days from receipt of such Due Diligence Request. Within
sixty (60) days of receipt of Emisphere’s response, and no later than one
hundred fifty (150) days from the Selection Date, [*****].

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(d) If, as
of the Selection Date, Emisphere has granted a license to a Third Party under
Emisphere Intellectual Property to research, develop, make, have made, use,
import, export, sell, offer for sale and/or otherwise transfer a formulation(s)
of a Non-GLP-1 Receptor Agonist with that Carrier or is itself researching,
developing or commercializing a formulation a Non-GLP-1 Receptor Agonist with
such Carrier as shown by written records that predate the Selection Date, then
such Carrier shall be a Program Carrier subject to the exclusive license granted
to Novo Nordisk under Section 2.1(a) and to the restriction set forth in Section
2.1(c) and further, to the extent permitted by the license granted by Emisphere
to the Third Party and subject to section 2.2(e), Emisphere shall grant a
non-exclusive license to Novo Nordisk under Emisphere Intellectual Property to
research, develop, make, have made, use, import, export, sell, offer for sale
and/or otherwise transfer a formulation(s) of a Non-GLP-1 Receptor Agonist with
that Program Carrier (a Program Carrier subject to the licenses and restrictions
described in the preceding sentence being a “Non-Exclusive Program Carrier”). If
Emisphere’s license with the Third Party as described in the first sentence of
this section 2.2(d) terminates and/or its internal research, development and
commercialization program ceases, then the non-exclusive license Emisphere
granted to Novo Nordisk under Emisphere Intellectual Property to research,
develop, make, have made, use, import, export, sell, offer for sale and/or
otherwise transfer a formulation(s) of a Non-GLP-1 Receptor Agonist with
that [*****]. If
Emisphere’s license with the Third Party as described in the first sentence of
this section 2.2(d) does not permit Emisphere to grant a non-exclusive license
to Novo Nordisk under Emisphere Intellectual Property to research, develop,
make, have made, use, import, export, sell, offer for sale and/or otherwise
transfer a formulation(s) of a Non-GLP-1 Receptor Agonist with that Program
Carrier, Novo Nordisk shall not have any rights to such Program Carrier outside
those set forth in sections 2.1(a) and 2.1(c) but if Emisphere’s license with
the Third Party terminates, then [*****].

(e) If Novo
Nordisk provides Emisphere with written notice that Novo Nordisk, at its sole
discretion, wishes to develop and commercialize a formulation of a Non-GLP-1
Receptor Agonist with a Program Carrier, the Parties shall negotiate in good
faith a Development and License Agreement with a view to reaching agreement on
mutually acceptable terms. Both Parties will be obliged to conduct such
negotiations with reasonable diligence and without undue delay provided that in
the event Novo Nordisk wishes to develop and commercialize a formulation of a
Non-GLP-1 Receptor Agonist with a Program Carrier, neither Party shall be
obliged to continue negotiations beyond expiration of one hundred and twenty
(120) days from the date Novo Nordisk provides Emisphere with written notice
unless the Parties mutually agree in writing to extend such
negotiations.

(f) Except
as set forth under Section 2.2(a) or as set forth in any Development and License
Agreement that may be executed under Section 2.2(e), Emisphere retains the right
itself under the Emisphere Intellectual Property, with the right to license
Third Parties, to research, develop, make, have made, use, import, export, sell,
offer to sell and otherwise transfer products in the Territory other than (i)
formulation(s) of a GLP-1 Receptor Agonist with any Carrier or (ii) formulations
of [*****] with a Program Carrier.

12




3. Fees and Payments

3.1 Novo Nordisk shall pay to Emisphere a non-refundable, non-creditable
license fee of Ten Million Dollars (US$10,000,000) within [*****] days after the Effective Date. Notwithstanding any other provision of
this Agreement to the contrary, it shall be a condition to the effectiveness of
this Agreement, including the licenses granted to Novo Nordisk hereunder, that
Novo Nordisk timely make such payment to Emisphere.

3.2 Novo Nordisk shall provide Emisphere with written notice of the first
occurrence of each Development and Commercialization Event (“D&C Event”) set
forth below with respect to a Licensed Product within thirty (30) days after
such occurrence. Within thirty (30) days of the first occurrence of each of the
events set forth below with respect to a Licensed Product, Novo Nordisk shall
pay to Emisphere the applicable payment set forth below, whether such milestone
is achieved by Novo Nordisk, its Affiliate or any of their respective
sublicensees:


	D&C Event of a Single
      Licensed Product(s)	    	US$
      Payment
	First Patient Dosing in Phase 1 Clinical Trial with a Licensed
      Product 		[*****]
	First
      Patient Dosing in Phase 2 Clinical Trial with a Licensed
      Product		[*****]
	First Patient Dosing in Phase 3 Clinical Trial with a Licensed
      Product		[*****]
	Filing
      with the FDA with respect to a Licensed Product 		[*****]
	FDA approval of a Licensed Product 	 	[*****]
	EMEA
      approval of a Licensed Product 		[*****]
	         
      Total 		[*****]




The payments set forth above in this
Section 3.2 shall be payable only once regardless of the number of indications
for which such Licensed Product is developed or approved or the number of
Licensed Products for which each event occurs. All payments made to Emisphere
pursuant to this Section 3.2 are non-refundable and may not be credited against
any other payments payable by Novo Nordisk to Emisphere under this
Agreement.

In the event that Regulatory Approval
of a [*****] Licensed Product(s) is obtained and Novo Nordisk is developing a
[*****] Licensed Product(s), then for each D&C Event achieved for such
[*****] Licensed Product(s), Novo Nordisk shall pay Emisphere [*****] of each such D&C Event payment. The [*****] payment
shall be payable only once and shall not be payable again despite potential
repeated achievement of the D&C Events by a [*****] or subsequent Licensed
Product(s).

13




3.3 Novo Nordisk shall provide Emisphere with written notice of the first
occurrence of each of the events set forth below with respect to a Licensed
Product within thirty (30) days after such occurrence. Within thirty (30) days
of the first occurrence of each of the events set forth below with respect to a
Licensed Product, Novo Nordisk shall pay to Emisphere the applicable payment set
forth below, whether such milestone is achieved by Novo Nordisk, its Affiliate
or any of their respective sublicensees:


	Annual Net Sales Event of a Single
      Licensed Product(s) 	    	US$
  Payment
	Sales  >  $[*****]  Million  		 $[*****]
	Sales  >  $[*****]  Million  	 	 $[*****]
	Sales  >  $[*****]  Million  		 $[*****]
	     Total    		 $[*****]




The payments set forth above in this
Section 3.3 shall be triggered by the achievement of the specified sales for a
single Licensed Product and shall be payable only once despite potential
repeated achievement of the specified sales by a single Licensed Product or by
different Licensed Products. All payments made to Emisphere pursuant to this
Section 3.3 are non-refundable and may not be credited against any other
payments payable by Novo Nordisk to Emisphere under this Agreement.

In the event that Regulatory Approval
of a [*****] Licensed Product(s) is obtained and Novo Nordisk is developing a
[*****] Licensed Product(s),
then for each Annual Sales Event achieved for such [*****] Licensed Product(s), Novo Nordisk
shall pay Emisphere [*****] of each such Annual Sales Event payment. The [*****] payment shall be
payable only once and shall not be payable again despite potential repeated
achievement of the Annual Sales Events by a [*****] or subsequent Licensed
Product(s).

3.4 Additional Program Carrier Payments to Maintain the
Program Carrier Exclusivity and Effects of Failure to Make Such
Payments.

(a) In order
to maintain Program Carriers other than Non-Exclusive Program Carriers as
Exclusive Program Carriers during the Term, Novo Nordisk shall pay Emisphere, in
addition to any other payments that might be owed Emisphere under Section 3.2
for the following D&C Events, the following amounts: (i) [*****] USD at the time of
(A) [*****] and
(B) [*****], and
(ii) [*****] USD
at the time of [*****]. Novo Nordisk will make the above payments to Emisphere within thirty
(30) days from the occurrence of the specified D&C Event. For the avoidance
of doubt, the above amounts are payable one time only regardless of the number
of Licensed Product(s) containing the Exclusive Program Carrier(s) that might
achieve the above D&C Events and payment of the above amounts shall never be
due for Licensed Product(s) containing a Non-Exclusive Program
Carrier.

(b) If one
or more of the payments set forth in section 3.4 (a) are not timely made to
Emisphere for Program Carriers, such Program Carriers will from the date such
payment was due and not made (“Non-Payment Date”), automatically convert from
Exclusive Program Carriers to Non-Exclusive Program Carriers and Emisphere
shall, subject to the restriction set forth in Section 2.1(c), have the right
itself under the Emisphere Intellectual Property, with the right to license
Third Parties, to research, develop, make, have made, use, import, export, sell,
offer to sell and otherwise transfer formulations containing such Program
Carriers in the Territory.

14




3.5 Royalties.

(a) For each
Licensed Product Covered by an Issued Patent Claim of Licensed Patents or of
Formulation Intellectual Property or Option Agreement Formulation Intellectual
Property in a country, Novo Nordisk shall pay to Emisphere a royalty on the Net
Sales of each Licensed Product(s) in such country as follows:


	Annual Net Sales in the
      Territory  	    	Royalty Rate 
	Less than $[*****] USD 	 	 [*****]%
	$[*****] USD -
      $[*****] USD 		 [*****]%
	Above $[*****] USD 		 [*****]%




where the
total Net Sales are calculated on a Licensed Product by Licensed Product
basis.

(b) For each
Licensed Product(s) not Covered by an Issued Patent Claim of Licensed Patents or
of Formulation Intellectual Property or Option Agreement Formulation
Intellectual Property in a country, in consideration for Novo Nordisk’s use of
the Licensed Know-How, Novo Nordisk shall pay Emisphere Know-How royalties on
Net Sales of such Licensed Product(s) in such country at [*****] of the above royalty rates for a
period of [*****] years from the First Commercial Sale in such country of such Licensed
Product(s).

(c) In the
event that the only Issued Patent Claim covering a Licensed Product(s) in a
country is an Issued Patent Claim of Licensed Patents or Formulation
Intellectual Property or Option Agreement Formulation Intellectual Property
which has been solely invented by Novo Nordisk, Novo Nordisk shall pay Emisphere
royalties on Net Sales of a Licensed Product(s) in such country at [*****] of the above royalty
rates.

(d) In the
event Novo Nordisk is required to obtain one or more licenses under Intellectual
Property Controlled by a Third Party that cover the right to research, develop,
make, have made, use, import, export, sell, offer for sale, and otherwise
transfer Licensed Product(s), up to [*****] of royalties otherwise payable by
Novo Nordisk to Emisphere hereunder may be credited against milestones and/or
fees or royalties which Novo Nordisk actually pays to such Third Party. In the
event Novo Nordisk is required to obtain a license as in the preceding sentence
and the Intellectual Property Controlled by the Third Party that is the subject
of such license is Intellectual Property that has arisen from work conducted
pursuant to a development and license agreement between that Third Party and
Emisphere, then (i) up to [*****] of royalties otherwise payable by Novo Nordisk
to Emisphere hereunder may be credited against milestones and/or fees or
royalties which Novo Nordisk actually pays to such Third Party and (ii)
Emisphere shall use Commercially Reasonable Efforts to assist Novo Nordisk in
obtaining a license from such Third Party.

15




(e)
Notwithstanding anything to the contrary, in no event will the royalty payments
listed in Sections 3.5(a) and 3.5(c) be reduced by more than [*****].

(f) Royalty
payments shall be calculated and reported for each calendar quarter. All royalty
payments due to Emisphere under this Agreement shall be paid within thirty (30)
calendar days of the end of each calendar quarter. Each payment shall be
accompanied by a report of Net Sales of Licensed Products by Novo Nordisk, its
Affiliates and their respective sublicensees in sufficient detail to permit
confirmation of the accuracy of the payment made, including, the Net Sales of
such Licensed Products in the Territory and country by country, and the royalty
payable. Novo Nordisk shall keep, and shall cause its Affiliates and their
respective sublicensees to keep, complete and accurate records pertaining to the
sale or other disposition of Licensed Products in sufficient detail to permit
Emisphere to confirm the accuracy of all payments due hereunder as set forth in
Section 7.6.

3.6 General Provisions Applicable to
Payments. Emisphere shall be responsible for
and shall bear any taxes levied upon payments received by Emisphere and
Emisphere hereby authorizes Novo Nordisk to withhold such taxes from the
payments which are payable to Emisphere in accordance with this Agreement if
Novo Nordisk is either required to do so under applicable law or directed to do
so by a governmental authority. Upon Emisphere’s written request, Novo Nordisk
shall, with respect to the laws of Denmark, reasonably support Emisphere in its
legal efforts to minimize any such withholding taxes and provide Emisphere with
information about and necessary for any documentation needed to reduce
withholding to a legal minimum.

3.7 Wire Transfer. All payments to be made by Novo Nordisk to Emisphere under
this Agreement shall be made by wire transfer from Novo Nordisk to the following
account of Emisphere:

    
[*****] 
    
ABA [*****] 
     Account
number: [*****] 
     Account
Name: Emisphere Technologies, Inc.

3.8 Loss of Exclusivity of Novo
Nordisk's License Rights under Section 2. If,
during the time that this Agreement is in full force and effect, either Party
becomes aware that a Third Party owns or has a license to intellectual property
rights that negate the exclusivity and/or scope of the rights licensed to Novo
Nordisk under Section 2, then (a) such Party will promptly notify the other
Party and (b) all future payments by Novo Nordisk under Sections 3.2, 3.3 and
3.5 shall be reduced by [*****]. 

16




4. Product
Development

4.1 Novo Nordisk shall, at its own cost and discretion, develop and obtain
regulatory approval for the Licensed Product(s).

4.2

(a) The
Parties shall jointly select the Carriers which are to be provided to, and
screened by, Novo Nordisk. Emisphere shall use Commercially Reasonable Efforts
to provide documentation specified by Novo Nordisk concerning the Carriers. The
Parties agree that the Know-How related to the Carriers provided to Novo
Nordisk, including structures of such Carriers and their availability as
Exclusive Program Carriers at the time, must be disclosed by Emisphere to Novo
Nordisk at the time of transfer of the Carriers. Any Know-How related to
Carriers provided to Novo Nordisk prior to the Effective Date shall be
transferred to Novo Nordisk promptly following execution of the Agreement, if
any such Know-How has not already been provided.

(b) Upon
selection by Novo Nordisk of a Carrier to be a Program Carrier, Know-How related
to such Program Carrier provided under Section 4.2(a) shall become Licensed
Know-How as of the Selection Date. Emisphere shall continue to provide Licensed
Know-How to Program Carriers to Novo Nordisk through out the Term.

(c) If
requested by Novo Nordisk, representatives of Emisphere shall participate, at
Novo Nordisk’s cost, in a technology transfer session(s) of commercially
reasonable scope and length to be held in Denmark or in the US as decided by
Novo Nordisk at its sole discretion.

4.3 Novo Nordisk shall be solely responsible for the development, development
plan(s), and commercialization for the Licensed Product(s) and for all of the
costs of the development and commercialization of the Licensed Product(s). Novo
Nordisk shall own all clinical data and other results, without limitation,
arising out of the work under this Agreement. Novo Nordisk shall not, directly
or indirectly, attempt to modify, or create derivative materials from any
Carriers.

4.4 Novo Nordisk shall compensate Emisphere for its out of pocket costs,
including costs for personnel at an hourly rate of $[*****] USD for any development or
commercialization activities including technical support, manufacturing support,
regulatory support, and support of scale-up/supply activities undertaken by
Emisphere at Novo Nordisk’s written request, subject to annual revision to
reflect inflation. Novo Nordisk shall be notified in writing in advance of such
revision of the hourly rate. Activities requested by Novo Nordisk. Emisphere
shall use Commercially Reasonable Efforts to perform any development or
commercialization activity undertaken by Emisphere.

17




4.5 Novo Nordisk shall use Commercially Reasonable Efforts to develop
Licensed Product(s) for one indication in the Territory as decided by Novo
Nordisk at its sole discretion and shall comply with all governmental laws and
regulations applicable in any such jurisdiction in the development of and
obtaining regulatory approval for Licensed Products in the
jurisdiction.

4.6 Novo Nordisk may, at its sole discretion, decide on development of any
additional Licensed Product(s) and/or indications for any Licensed Product(s) at
its own expense.

4.7 Novo Nordisk shall provide Emisphere with

(a) A
written annual report within one month after Novo Nordisk's annual project
review, such report to be limited to the Novo Nordisk [*****] for all Licensed Product(s),
including significant progress toward achievement of each of the D&C Events
and future projected time lines for each of the D&C Events;

(b) A
written notice 30 days prior to any upcoming D&C Events; and

(c) A
written notice 30 days after the first occurrence of any D&C Events as
specified in Section 3.2.

In
addition,

(d) Novo
Nordisk shall inform Emisphere with no undue delay in the event a D&C Event
is postponed by at least one quarter as compared to the most recent annual
report; and

(e)
Emisphere shall have the right on an ad hoc basis to reasonably contact relevant
members of upper R&D management of Novo Nordisk to reasonably get further
information on the progress of the development of all Licensed Product(s) as
compared to the most recent written annual report.

4.8 Novo Nordisk shall be solely responsible for all regulatory and filing
activities and shall solely own all regulatory documents and registrations
including all clinical trial applications and marketing applications filed with
any regulatory agency in any jurisdiction. Novo Nordisk shall inform Emisphere
of scheduled meetings, teleconferences and other interactions with regulators to
the extent regulators allow them but Emisphere shall not be allowed to
participate in any of the aforementioned except those that pertain to
Non-Exclusive Program Carriers. Novo Nordisk shall also provide copies of any
subsection of any regulatory submission which is related to Program Carriers to
Emisphere in a timely fashion. Emisphere may disclose such information as it
pertains to any Non-Exclusive Carrier to its Third Party licensees provided (1)
such Third Party is not developing or commercializing any formulation of a GLP-1
Receptor Agonist and (2) Emisphere and such Third Party licensees enter into a
written agreement (A) under terms and conditions regarding use, handling and
non-disclosure of such information that are at least as restrictive as under
this Agreement and (B) specifying that if such Third Party later initiates
development or commercialization of any formulation of a GLP-1 Receptor Agonist,
then at the time of such initiation the Third Party must return to Emisphere any
information provided under this section. Upon the reasonable request of Novo
Nordisk, Emisphere shall promptly, at Novo Nordisk’s costs, provide Novo Nordisk
with information and reasonable assistance for any Novo Nordisk submission to a
Regulatory Authority. Upon the reasonable request of Emisphere, Novo Nordisk
shall promptly, at Emisphere’s costs, provide Emisphere with information and
reasonable assistance for any submission to a Regulatory Agency regarding or
relating to a Non-Exclusive Program Carrier. Each Party shall promptly inform
the other Party of any material change in information provided under this
Section 4.8.

18




5. Commercialization of Licensed
Product

5.1 Novo Nordisk shall direct, at its own cost and discretion, the marketing
and sales activities world-wide.

5.2 Sales shall be booked by Novo Nordisk.

5.3 Novo Nordisk shall use Commercially Reasonable Efforts to market and sell
Licensed Product(s) in the Territory as decided by Novo Nordisk at its sole
discretion and shall comply with applicable governmental laws and regulations
applicable in any such jurisdiction for in marketing and selling of Licensed
Product(s) in that jurisdiction. Upon the reasonable request of Novo Nordisk,
Emisphere shall promptly, at Novo Nordisk’s costs, provide Novo Nordisk with
information and reasonable assistance for Novo Nordisk to comply with any
regulations applicable to Licensed Product(s), including without limitation Novo
Nordisk’s meeting its reporting and other obligations to maintain and update any
marketing authorization for Licensed Product(s). Emisphere shall promptly inform
Novo Nordisk of any change in information provided by Emisphere under this
Section 5.3.

5.4 Each Party shall provide the other Party with notice, within one (1)
business day after notification or other information (directly or indirectly)
that it receives from any Regulatory Authority, and/or for Emisphere from a
Third Party, (and providing, as soon as reasonably possible, copies of any
associated written requests) that (a) raises any material concerns regarding the
safety or efficacy of a Program Carrier or a Licensed Products), (b) indicates
or suggests a Third Party Claim arising in connection with a Program Carrier or
a Licensed Product(s) or (c) is reasonably likely to lead to a Recall (as
defined in Section 5.5) of a Program Carrier or a Licensed Product(s).
Information that shall be disclosed (to the extent it relates to the subject
matter of section (a) through (c), inclusive) pursuant to this Section 5.4 shall
include without limitation:

(a)
inspections by a Regulatory Authority of manufacturing, distribution or other
related facilities concerning a Program Carrier or a Licensed
Products(s);

(b)
inquiries by a Regulatory Authority concerning clinical investigation activities
(including inquiries of investigators, clinical monitoring organizations and
other related parties) with respect to a Program Carrier or a Licensed
Product(s);

(c) any
material communication (in any form, including written, oral or electronic form)
from a Regulatory Authority involving the manufacture or commercialization of a
Program Carrier or a Licensed Product(s) or any other Regulatory Authority
reviews or inquiries relating to any event set forth in this Section
5.4;

19




(d) an
initiation of any Regulatory Authority investigation, detention, seizure or
injunction concerning a Program Carrier or a Licensed Product(s); and

(e) any
other regulatory action (e.g., proposed labeling or other registrational dossier
changes and recalls) that would affect a Program Carrier or a Licensed
Product(s).

In the event that any of the above
information concerns a Non-Exclusive Program Carrier and Emisphere deems it
needs to disclose any such information to a Third Party licensee of such Program
Carrier, Emisphere shall ensure that such Third Party(ies) enter into a written
agreement under terms and conditions regarding use, handling and non-disclosure
of such information that are at least as restrictive as under this
Agreement.

5.5 Novo Nordisk shall make all
decisions, at its sole discretion, with respect to any recall, market
withdrawals or any other corrective action related to Licensed Product(s)
(collectively, “Recalls”) for safety reasons or as may be mandated by a
Regulatory Authority or voluntarily decided by Novo Nordisk, and Novo Nordisk
shall have the responsibility for conducting such Recalls at its costs. Novo
Nordisk shall notify Emisphere of (a) any voluntary decision by Novo Nordisk to
conduct any Recall and the reasons therefor or (b) any Recall mandated by a
Regulatory Authority. Emisphere shall promptly notify Novo Nordisk of any
recommendation by Emisphere to conduct a Recall for any reason, for
consideration by Novo Nordisk and at Novo Nordisk’s sole discretion.

Novo Nordisk shall hold and control the
global pharmacovigilance database in relation to Licensed Product(s), including
without limitation, at its sole discretion, the database format. For
Non-Exclusive Program Carriers, the Parties shall exchange the annual safety
report/periodic safety report prepared by each Party on such Non-Exclusive
Program Carrier and shall notify each other promptly of any material concerns
regarding the safety of such Non-Exclusive Program Carrier. For the avoidance of
doubt Novo Nordisk shall not be obligated to provide Emisphere with safety
information which in Novo Nordisk’s good faith evaluation is solely attributable
to the GLP-1 Receptor Agonist. In the event that Emisphere deems it needs to
disclose any such safety information as described in the preceding sentence to a
Third Party licensee of such Program Carrier, Emisphere shall ensure that such
Third Party(ies) enter into a written agreement under terms and conditions
regarding use, handling and non-disclosure of such information that are at least
as restrictive as under this Agreement.

5.6 Novo Nordisk shall be responsible for handling all customer complaints in
relation to Licensed Product(s). Upon Novo Nordisk’s reasonable request,
Emisphere agrees to promptly provide Novo Nordisk, at Novo Nordisk’s costs, with
reasonable assistance in order for Novo Nordisk to address such customer
complaints appropriately. If requested by Emisphere for regulatory purposes or
to meet obligations to Third Party licensee of a Non-Exclusive Program
Carrier, Novo Nordisk will, at Emisphere’s costs, provide Emisphere with copies of
severe (in Novo Nordisk’s good faith evaluation) customer complaints, that (in
Novo Nordisk’s good faith evaluation) relate or refer to a Licensed Product that
contain a Non-Exclusive Program Carriers and annual summaries of such severe
customer complaints relating or referring to Licensed Product(s) that contain
Non-Exclusive Program Carriers. In the event that any of
the above information concerns a Non-Exclusive Program Carrier and Emisphere
deems it needs to disclose any such information to a Third Party licensee of
such Program Carrier, Emisphere shall ensure that such Third Party(ies) enter
into a written agreement under terms and conditions regarding use, handling and
non-disclosure of such information that are at least as restrictive as under
this Agreement.

20





5.7 Novo Nordisk shall be responsible for handling all adverse drug
experiences in relation to Licensed Product(s) and for making all decisions
related thereto. Upon Novo Nordisk’s reasonable request, Emisphere agrees to
promptly provide Novo Nordisk, at Novo Nordisk’s costs, with reasonable
assistance in order for Novo Nordisk to handle such adverse drug experiences
appropriately. If requested by Emisphere for regulatory purposes or to meet
obligations to Third Party licensee of a Non-exclusive Program Carrier, Novo
Nordisk will, at Emisphere’s costs, promptly provide Emisphere with copies of
adverse drug experiences that (in Novo Nordisk’s good faith evaluation) may
relate or refer to Non-Exclusive Program Carriers and annual summaries of
adverse drug experiences that (in Novo Nordisk’s good faith evaluation) relate
or refer to Licensed Product(s) that contain Non-Exclusive Program Carriers. In
the event that any of the above information concerns a Non-Exclusive Program
Carrier and Emisphere deems it needs to disclose any such information to a Third
Party licensee of such Program Carrier, Emisphere shall ensure that such Third
Party(ies) enter into a written agreement under terms and conditions regarding
use, handling and non-disclosure of such information that are at least as
restrictive as under this Agreement.

6. Supply of Licensed Products and
Program Carrier(s)

6.1 Novo Nordisk shall be responsible for product supply of Licensed
Product(s) in the Territory.

6.2 Except as set forth in Section 6.4, Novo Nordisk shall use Commercially
Reasonable Efforts to manufacture and supply Program Carriers and Licensed
Product(s) and shall comply with all governmental laws and regulations
applicable in the relevant jurisdictions in manufacturing and supplying Program
Carriers and Licensed Product(s). Novo Nordisk shall have the right to
manufacture Program Carriers and Licensed Product(s) itself and/or to contract
with one or more reputable Third Parties for the purpose of such manufacturing,
wholly or in part. Should Novo Nordisk decide to use a Third Party(ies) to
manufacture some or all of Program Carrier(s) and/or Licensed Product(s), Novo
Nordisk agrees to provide to such Third Party(ies) only that information related
to Program Carriers necessary for such manufacturing activities and to enter
into a written agreement with such Third Party(ies) under terms and conditions
regarding use, handling and non-disclosure of such information related to
Program Carriers that are at least as restrictive as under this
Agreement.

6.3 As part of the Licensed Know-How
transfer process set forth in Section 4.2, Emisphere shall transfer to Novo
Nordisk the Licensed Know-How necessary for the manufacture of the Program
Carriers and the Licensed Product(s), and Novo Nordisk shall reimburse Emisphere
for its reasonable and documented out of pocket costs and its reasonable and
documented costs for personnel associated with such transfer. The FTE rate
agreed in Section 4.4 shall apply.

21





6.4 If requested by Novo Nordisk, the Parties shall within one (1) month of
Novo Nordisk’s written request to Emisphere enter into negotiations in good
faith of a Supply and Quality Agreement concerning supply by Emisphere of
Program Carrier(s) to Novo Nordisk at a price which cannot exceed [*****] above Emisphere’s
documented manufacturing costs (i.e., the FTE rate agreed in Section 4.4 does
not apply in this case) and in an amount sufficient for Novo Nordisk to satisfy
its responsibility for product supply of Licensed Product(s) in the Territory.
The Supply and Quality Agreement will concern supply by Emisphere of Program
Carriers to Novo Nordisk to be used by Novo Nordisk in the continued toxicology
studies and with an option for Novo Nordisk to have Emisphere supply Program
Carriers for Novo Nordisk’s Phase 1 Clinical Trial. Novo Nordisk shall have the
right to terminate the Supply and Quality Agreement without cause with a
reasonable notice to be agreed upon.

7. Records and Audit
Rights

7.1 Development and Manufacturing
Records. To the extent applicable, each Party
shall comply (and shall ensure that their Affiliates and in Novo Nordisk’s case,
also its sublicensees,) with current Good Laboratory Practices, Good Clinical
Practices and Good Manufacturing Practices as required by the Regulatory
Authority in any relevant jurisdiction of the Territory and shall make (and
shall ensure that their Affiliates’ make, and in Novo Nordisk’s case, also its
sublicensees’ make) all facilities and records available for audit by any
Regulatory Authority and by the other Party as set forth in this Agreement where
work is performed by one Party at the request of the other Party.

7.2 Data Retention and
Documentation. Each Party, at its own costs,
shall be responsible for archiving all relevant and required original
documentation and raw data in relation to the research, development,
manufacturing and control of Program Carriers and Licensed Product(s). The
Parties shall keep all original notebooks indefinitely and the Parties shall
archive development documentation in accordance with their documentation control
policies, which shall comply with all applicable laws. All original
documentation related to manufacturing shall be kept for thirty-five (35) years.
Emisphere is to provide Novo Nordisk with copies of reasonably accessible
documentation that it has with respect to research, development, manufacture and
control of Program Carriers, except original lab notebooks, copies of which will
be provided to Novo Nordisk; provided, however, that any original documentation
relating to manufacture and control of Program Carriers that Emisphere does not
provide to Novo Nordisk shall be archived indefinitely, and provided that
Emisphere must provide documentation to Novo Nordisk, which is relevant for the
development report of the final product. In case Emisphere desires to discard
the data and documentation relating to manufacture and control of Program
Carriers or the original lab notebooks Emisphere shall notify Novo Nordisk of
such decision and Novo Nordisk may assume responsibility for the archiving
thereof at Novo Nordisk’s cost.

22




7.3 Quality
Audits. With respect to work performed under
Section 4.4 by Emisphere and Emisphere’s supply of Program Carriers under
Section 6.4, Novo Nordisk shall have the right, at its own costs, once a year
upon reasonable prior written notice to conduct during business hours quality
assurance audits of the relevant parts of Emisphere quality management systems
and of development, manufacturing, storage or shipping facilities, including
computer systems such as those that capture, analyze or store study information
or results, where work on the development, manufacture, storage or shipping of
Program Carriers and/or Licensed Product(s) is conducted, as reasonably deemed
necessary by Novo Nordisk in order to ensure that such facilities meet the
standards of Novo Nordisk and any applicable Regulatory Authority, including
cGCP, cGLP and cGMP. If a Quality Audit identifies any non-conformity, Emisphere
must rectify such non-conformity within a time period mutually agreed by the
Parties.

7.4 Regulatory
Inspections. Upon reasonable advanced notice
and during normal business hours, Emisphere shall allow any applicable
Regulatory Authority to inspect Emisphere facilities and to conduct reviews of
any original documents or reports or any facilities that are deemed by such
Regulatory Authority to be related to a Program Carrier and/or Licensed
Product(s). Emisphere shall reply promptly to the requests of such Regulatory
Authority and will follow up promptly on actions required by such Regulatory
Authority without Novo Nordisk incurring additional cost. Emisphere shall inform
Novo Nordisk promptly in writing if any Regulatory Authority contacts Emisphere
with respect to such matters. Emisphere shall in all cases provide to Novo
Nordisk copies of all correspondence with such Regulatory Authority. Each Party
shall provide assistance when reasonably requested by the other Party for
inspections by a Regulatory Authority relating to Licensed Product(s). If a
regulatory inspection is taking place at Novo Nordisk, Emisphere shall, upon
Novo Nordisk’s request, provide Novo Nordisk with copies of original records
kept by Emisphere required for such inspection within the time frame required
for such inspections.

Novo Nordisk shall promptly inform
Emisphere in writing if any Regulatory Authority contacts Novo Nordisk
regarding, or conducts, a review or inspection relating to any Non-Exclusive
Program Carrier and shall promptly provide Emisphere copies of correspondence
with such Regulatory Authority that is related to such Non-Exclusive Program
Carrier. If for regulatory purposes or to meet obligations to Third Party
licensee of a Non-Exclusive Program Carrier, Emisphere deems it needs to
disclose any such information to a Third Party licensee of such Non-Exclusive
Program Carrier, Emisphere shall ensure that such Third Party(ies) enter into a
written agreement under terms and conditions regarding use, handling and
non-disclosure of such information that are at least as restrictive as under
this Agreement.

7.5 Business Books of Accounts and
Records. Each Party shall keep complete, true
and accurate books and records relating to this Agreement, and for Novo Nordisk,
including Net Sales and royalties, for at least three (3) years following the
calendar quarter to which the information relates.

23




7.6 Audit Rights Pertaining to Sales
or Other Disposition of Licensed Product(s). During the Term and for three (3) years thereafter, Novo Nordisk shall
keep (and cause its Affiliates and sublicensees to keep) complete and accurate
records pertaining to the sale or other disposition of Licensed Products in
sufficient detail to permit Emisphere to confirm the accuracy of royalties due
hereunder. During such time, Emisphere shall have the right to appoint from time
to time up to two accountants from an independent well-reputable accounting firm
(“Auditor”) acceptable to Novo Nordisk to audit the relevant Net Sales records
of Novo Nordisk and its Affiliates (as applicable) to verify the accuracy of the
relevant Net Sales report and royalties payable, by inspection of relevant books
of accounts and records, subject to the following terms:

(a) Prior to
inspecting any accounts and records, the Auditor must enter into a
confidentiality agreement with Novo Nordisk.

(b) Novo
Nordisk and its Affiliates shall make their books and records available for
inspection by the Auditor solely to verify the accuracy of its Net Sales report
and royalties payable.

(c)
Emisphere shall give at least thirty (30) days prior notice to Novo Nordisk of
when its Auditor shall visit Novo Nordisk and its Affiliates.

(d) Novo
Nordisk and its Affiliates shall give access to the Auditor to the relevant
books and records during regular business hours at the place or places where the
books and records are usually kept. While inspecting such accounts and records,
the Auditor must abide by all of Novo Nordisk’s standard rules and regulations
and the Auditor will not be entitled to take copies of any such accounts and
records.

(e) The
Auditor shall prepare and deliver to each Party a report setting out its
findings no later than thirty (30) days after the audit has been
completed.

(f) Any
report by an Auditor under this Section 7.6 shall be deemed Confidential
Information of Novo Nordisk and Emisphere shall keep confidential, in accordance
with Section 11, the report received from the Auditor and any other information
received or learnt in connection with the audit.

(g)
Emisphere’s audit right under this Section 7.6 may not be exercised more than
once in a calendar year and once a particular calendar year is audited, it may
not be reaudited.

24




(h)
Emisphere shall bear the audit costs, except where the audit shows that Novo
Nordisk has underpaid Emisphere by more than [*****] of the total amount due for a
calendar year, in which case Novo Nordisk shall pay for Emisphere’s reasonable
and documentable audit costs. Emisphere shall indemnify and hold Novo Nordisk
harmless from any losses resulting from any negligence or any other act or
omission on the part of the Auditor’s’ inspecting and auditing records and
accounts under this Section 7.6.

(i) Where
there has been an underpayment, Novo Nordisk shall pay to Emisphere the
underpayment (together with reasonable and documentable audit costs if
applicable) due within thirty (30) days of its receipt of the Auditor’s report.
In the case of overpayment by Novo Nordisk, Novo Nordisk may, at its option,
offset any future royalty payments payable to Emisphere by the amount of
overpayment, or it may request reimbursement from Emisphere within thirty (30)
days of its receipt of the Auditor’s report.

(j) Upon the
expiration of thirty six (36) months following the end of any calendar quarter,
the report or calculation of any sums payable under this Agreement by Novo
Nordisk with respect to such calendar quarter will be binding and conclusive
upon Emisphere, and Novo Nordisk will be released from any liability or
accountability with respect to such report or calculation and any payments made
thereto.

8. Intellectual
Property

8.1 Each Party shall be responsible at its own costs, for taking all steps
necessary to prosecute, maintain and enforce Intellectual Property Controlled by
that Party, subject to the following:

(a)
Prosecution of Licensed Patents.

(i)
Emisphere shall, at least twice in each Calendar Year and at minimum intervals
of five months, during the Term provide Novo Nordisk with a list of Licensed
Patents providing relevant filing, priority, and status information (the
“Semiannual Licensed Patent Report”), beginning on the date that is six (6) calendar
months following the Effective Date.

(ii)
Emisphere shall provide Novo Nordisk with timely notification regarding any
information it discovers during the Term that may be reasonably considered to
impact the validity, enforceability, scope or term of any Licensed
Patent.

(iii)
Emisphere shall timely provide Novo Nordisk with copies of all correspondence
from any Patent Authority or any Third Party, excluding Emisphere’s outside
counsels regarding Licensed Patents.

(iv)
Emisphere shall provide Novo Nordisk with a copy of any proposed filing with any
Patent Authority or any proposed written communication to a Third Party,
excluding Emisphere’s outside counsels in connection with proceedings before any
Patent Authority in the Licensed Patents and shall permit to Novo Nordisk a
reasonable opportunity (at least 10 calendar days) to approve any proposed
filing with respect to such Licensed Patents, such approval not to be
unreasonably withheld.

25




(v)
Emisphere shall not make any disclaimer of term or subject matter of any
Licensed Patents without Novo Nordisk’s prior written consent; provided,
however, that Novo Nordisk shall not unreasonably withhold or delay such consent
with respect to Emisphere filing a terminal disclaimer in the course of
prosecuting a patent application in the United States that Emisphere deems
reasonably necessary to advance such prosecution.

(vi)
Emisphere shall not settle any inter
partes proceedings before any Patent
Authorities regarding Licensed Patents (including any opposition proceedings,
interference proceedings, or any inter
partes re-examination proceeding) without
Novo Nordisk’s prior written consent which shall not be unreasonably
withheld.

(vii)
Emisphere agrees that it shall not abandon or narrow the claims of any Licensed
Patents so that they no longer cover Program Carriers, their use or manufacture,
in any country unless it has received Novo Nordisk’s written consent to do so
which consent shall not be unreasonably withheld by Novo Nordisk or unless such
Licensed Patents have been finally rejected and Novo Nordisk reasonably sees no
prospect of overcoming such rejection at reasonable cost.

(viii) If
Emisphere elects to discontinue prosecution or maintenance of any Licensed
Patent, Emisphere shall so advise Novo Nordisk in writing at least sixty (60)
calendar days in advance of such discontinuance. Novo Nordisk shall have the
right, but not the obligation, to continue such prosecution or maintenance of
the Licensed Patents. If Novo Nordisk elects to continue prosecution or
maintenance of any Licensed Patent, then such Licensed Patent shall be solely
owned by Novo Nordisk (and will be considered Novo Nordisk Intellectual
Property) and Emisphere shall execute any documents and do such other acts as
may be necessary to transfer ownership to Novo Nordisk and in connection with
the prosecution or maintenance of any such Licensed Patent and provide Novo
Nordisk with all other assistance necessary to facilitate filing, prosecution,
or maintenance of such Licensed Patent.

(ix) In the
event that Novo Nordisk notifies Emisphere of its selection of an Exclusive
Program Carrier, Emisphere shall thereafter use reasonable efforts to prosecute
patent applications pending as of the Effective Date and/or during the
[*****].

26




(b)
Enforcement of Intellectual Property.

(i) Each
Party shall promptly report in writing to the other Party during the Term (a)
any known or suspected infringement of, or unauthorized use of, or challenge to,
any of the Emisphere Intellectual Property or Novo Nordisk Intellectual
Property, (b) any certification filed pursuant to 21 U.S.C. § 355(b)(2)(A) (or
any amendment or successor statute thereto) claiming that any Patent Rights
within Emisphere Intellectual Property or Novo Nordisk Intellectual Property is
invalid or otherwise unenforceable, or that infringement will not arise from the
manufacture, use, import, offer for sale, or sale of a product by a Third Party
or (c) any claim by a Third Party that the development, manufacture or
commercialization of any product or the practice by either Party of the
Emisphere Intellectual Property or Novo Nordisk Intellectual Property infringes
or misappropriates the intellectual property rights of that Third Party and
shall provide the other Party with all available evidence supporting such known
or suspected infringement or unauthorized use. For any of the disclosure or
notification obligations of the Parties under this Section, it is understood
that all information disclosed under such obligations is covered by the
provisions of Section 11, and further that neither Party shall be required, by
such obligations, to disclose legally privileged information or information in
respect of which such Party is subject to confidentiality or other contractual
obligations to Third Parties unless required to do so by operation of
law.

(ii) Emisphere
shall have the first right but not obligation to enforce and/or defend the
Licensed Patents or Licensed Know-How. Within thirty (30) days after receiving
notice of an infringement or a lawsuit on the validity of a patent (or, in the
case of a certification received pursuant to either 21 U.S.C. §§
355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV) or its successor provisions, or any
similar provision in a country in the Territory other than the United States,
within twenty (20) days), Emisphere shall decide if it shall institute legal
action to enforce and/or defend the Licensed Patents or Licensed Know-How and
shall notify Novo Nordisk of its decision. If Emisphere fails to institute legal
action to enforce and/or defend the Licensed Patent(s) or Licensed Know-How
within the aforementioned 30 or 20 day period as appropriate, then Novo Nordisk
shall have the right, but not the obligation, initiate and conduct such legal
action. If Emisphere does institute such legal action but desires at any point
in such legal action to cease to continue with such action, then Emisphere will
provide a reasonable written notice to Novo Nordisk prior to discontinuing such
action and Novo Nordisk shall then have the right, but not the obligation, to
continue such legal action.

27





In
the event Novo Nordisk initiates and/or conducts any legal action to enforce
and/or defend the Licensed Patent(s) or Licensed Know-How, Emisphere shall
provide Novo Nordisk with all reasonable assistance in such legal action.
Emisphere shall have the right to join, at its own expense, any such legal
action and to be represented in such action by its own counsel. If Emisphere is
required under any law to join any such legal action initiated by Novo Nordisk
or if the failure of Emisphere to be a Party to such suit, action, or proceeding
would in the opinion of counsel to Novo Nordisk risk dismissal thereof,
Emisphere shall execute all papers and perform such other acts as may be
reasonably required to permit the litigation to be initiated or conducted
(including initiating a suit before a court or tribunal at Novo Nordisk’s
request or permitting Novo Nordisk to initiate a legal action under this Section
in the name of Emisphere and Novo Nordisk), and Novo Nordisk shall reimburse
Emisphere for its reasonable expenses relating to its joining thereto and
participation therein. If Emisphere is required to be joined as a Party in any
such action, then upon the request of Novo Nordisk, Emisphere shall waive any
objection to such joinder on the grounds of personal jurisdiction, venue, or
forum non conveniens.

The Party
enforcing and/or defending the Licensed Patents or Licensed Know-How shall
conduct such legal action in a way that shall not have a material adverse impact
on the rights granted to Novo Nordisk under the license and on the Licensed
Patents or Licensed Know-How. The Party enforcing and/or defending the Licensed
Patents or Licensed Know-How may enter into any settlement, consent judgment, or
other voluntary final disposition of any action contemplated by this Section
8.1(b)(i) without the other Party’s prior consent; provided that A) the other
Party receives a general release of any claims against it in such proceeding and
is promptly provided thereafter a copy of such settlement, consent judgment or
other voluntary disposition and B) such settlement does not have a material
adverse impact on the rights granted to Novo Nordisk under the license and on
the Licensed Patents or Licensed Know-How or result in a material payment by the
other Party to a Third Party. Any other settlement, consent judgment or
voluntary final disposition of any proceeding under this Section 8.1(b)(i) by
the Party enforcing and/or defending the Licensed Patents or Licensed Know-How
shall require the prior written consent of the other Party, which consent such
other Party shall not unreasonably withhold.

(iv) With
respect to any suit or action regarding Licensed Patents and/or Licensed
Know-How as set forth in the above Section 8.1(b)(i), any recovery obtained as a
result of any such proceeding, by settlement or otherwise, shall first be used
to reimburse Novo Nordisk and Emisphere, if any, for their reasonable
out-of-pocket costs and legal fees incurred in the conduct of such proceedings
and any remaining amount shall be divided as follows: 80% to the Party
conducting the suit or action and 20% to the other Party.

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(c)
Background Intellectual Property shall remain the property of the Party
Controlling the same.

(d)
Ownership of Foreground Intellectual Property shall be as follows:

(i) Novo
Nordisk shall own exclusively Novo Nordisk Foreground Intellectual Property;
and

(ii)
Emisphere shall own exclusively Emisphere Foreground Intellectual
Property.

(e) With
respect to any Intellectual Property that might arise from work performed under
this Agreement and that relates to formulations of Carriers with a non-GLP-1
Receptor Agonist, the Parties agree that no patent application shall be filed on
such Intellectual Property, and such Intellectual Property shall not be used or
exploited by either Party, without the Parties first entering into a separate
written agreement setting forth the ownership of, and right to use and/or
exploit, any such Intellectual Property.

(f)
Emisphere shall upon execution of this Agreement assign to Novo Nordisk all of
Emisphere’s right, title and interest in, under and to Option Agreement
Formulation Intellectual Property, and cause any employees, agents or
consultants of Emisphere and its Affiliates to execute formal assignments and
any such instruments prepared by Novo Nordisk, which Novo Nordisk deems
necessary to vest Novo Nordisk’s sole ownership of such Option Agreement
Formulation Intellectual Property.

(g) Novo
Nordisk shall develop trademarks and trade dress in connection with the
marketing, sale, advertising and/or promotion the Licensed Product(s) in the
Territory. Novo Nordisk shall own such trademark(s) and trade dress and shall
prosecute, maintain and enforce such trademarks and trade dress at its own cost
and discretion. Notwithstanding the foregoing, Emisphere shall cooperate with
Novo Nordisk and use reasonable efforts to assist Novo Nordisk in the protection
of such trademarks and trade dress, including by promptly notifying Novo Nordisk
of any known, threatened or suspected infringement, imitation or unauthorized
use of or unfair competition relating to such trademarks and trade
dress.

8.2 Patent Term
Extension.

(a)
Emisphere shall advise Novo Nordisk in writing within five (5) business days of
receipt by Emisphere of any communications from any Regulatory Authority that
may be reasonably considered pertinent to an extension of the term of a Patent
Right for a Licensed Product(s) (including patent term restoration under the
U.S. Patent Statutes (35 U.S.C. §§1-376) and supplementary protection
certificates in the member states of the European Union or European Economic
Area, or Switzerland) (collectively “Extensions”).

29




(b) Novo
Nordisk shall have the right, at its sole discretion, to seek, or direct
Emisphere to seek where appropriate, an Extension of the term of any Licensed
Patent or of any patent Controlled by Novo Nordisk for a Licensed Product(s).
Novo Nordisk shall inform Emisphere in writing of its election ("Novo Nordisk's
Election Notice") of which patent Novo Nordisk will apply for Extension on in a
given country at least 30 days prior to applying for such restoration with the
Patent Authority in that country.

(c)
Emisphere covenants and agrees:

(i) to not
seek an Extension of the term of any Licensed Patents without Novo Nordisk’s
prior written consent which shall not be unreasonably withheld.

(ii) where
Novo Nordisk elects to apply for Extension of a Licensed Patents, to authorize
Novo Nordisk to act as Emisphere’s agent before any Patent Authority, including
granting Novo Nordisk or its representatives any power of attorney necessary to
seek such extension.

(iii) to cooperate
with any efforts by Novo Nordisk to extend the term of any Patent Right for a
Licensed Product(s), including diligently supplying all information relating to
such Extension to Novo Nordisk, and executing supporting documents required to
comply with applicable law pertaining to the Extension of patent
terms.

(d) If Novo
Nordisk seeks and obtains an Extension on only a single patent in a given
country and such patent is a Licensed Patents or a patent within Formulation
Intellectual Property or Option Agreement Formulation Intellectual Property
(hereafter “a Section 3.5(a) Patent”), then Novo Nordisk shall continue to pay
royalties pursuant to Section 3.5 on Net Sales of Licensed Product(s) in such
country for the period for which the term of the Section 3.5(a) Patent is
extended.

(e) If Novo
Nordisk seeks and obtains an Extension on more than one patent in a given
country and at least one such patent is a Section 3.5(a) Patent, then Novo
Nordisk shall continue to pay royalties pursuant to Section 3.5 on Net Sales of
Licensed Product(s) in such country for the period for which the term of the
Section 3.5(a) Patent is extended. Novo Nordisk shall not however pay royalties
for Net Sales of Licensed Product(s) in such country for the period by which the
extended term of any patent Controlled by Novo Nordisk other than a patent
within Formulation Intellectual Property or Option Agreement Formulation
Intellectual Property (a “Novo Nordisk Patent”) extends beyond the term of the
Section 3.5(a) Patent.

30




(f) If Novo
Nordisk elects to seek an Extension on a Novo Nordisk Patent and not of a
Section 3.5(a) Patent and Emisphere does not agree with Novo Nordisk’s selection of a patent to
be extended for a Licensed Product(s), Emisphere may identify to Novo Nordisk in
writing a Section 3.5(a) Patent that is eligible for such Extension and which
Emisphere would prefer to have extended (“Emisphere Alternative Patent For
Extension”) within fifteen (15) calendar days of Emisphere’s receipt of Novo
Nordisk’s Election Notice. If Novo Nordisk maintains its decision to seek an
Extension of the patent selected by Novo Nordisk and not of the Emisphere
Alternative Patent For Extension, then:

(i) in
countries where the term of more than one patent may be extended based on the
marketing approval of a single Licensed Product(s) and the Emisphere Alternative
Patent For Extension is a patent eligible for extension in such countries, Novo
Nordisk shall continue to pay royalties pursuant to Section 3.5 on Net Sales of
such Licensed Product(s) in such country for the period for which the term of
the Emisphere Alternative Patent For Extension could have been extended. Novo
Nordisk shall not however pay royalties for Net Sales of such Licensed
Product(s) in such country for the period by which the extended term of any Novo
Nordisk Patent extends beyond the term of the Emisphere Alternative Patent For
Extension; and

(ii) in
countries where the term of only one patent may be extended based on the
marketing approval of a single Licensed Product(s) and the Emisphere Alternative
Patent For Extension is a patent eligible for extension in such countries, Novo
Nordisk shall continue to pay royalties during the Royalty Term pursuant to
Section 5 on Net Sales of such Licensed Product(s) in such country for the
period for which the term of the Emisphere Alternative Patent For Extension
would have been extended only if the Emisphere Alternative Patent For Extension
contains product claims that Cover such Licensed Product(s).

8.3 Inventorship. Notwithstanding anything to the contrary herein, inventorship
shall be determined in accordance with U.S. law.

9. Indemnification

9.1 Novo Nordisk agrees to indemnify, defend and hold harmless Emisphere
against any and all claims from any Third Party, including costs and reasonable
attorneys’ fees, arising out of the research, development, manufacture, use,
import, export, sale, offer for sale, and any transfer of Licensed Product(s) by
Novo Nordisk, its Affiliates and/or sublicenses, except to the extent such
claims result from (i) the gross negligence or willful misconduct of Emisphere
or its affiliates; (ii) breach of this Agreement by Emisphere; (iii) any claim
by a Third Party alleging that the grant of rights by Emisphere to Novo Nordisk
under this Agreement violates or conflicts with the terms of any license or
other grant of rights by Emisphere to such Third Party; and/or (iv) any and all
claims by a Third Party alleging infringement of Third Party intellectual
property rights solely by use of Emisphere Intellectual Property in the
research, development, manufacture, use, import, export, sale, offer for sale
and/or any transfer of the Licensed Product(s).

31




9.2 If at any time during the Term, Novo Nordisk grants Emisphere a license
under Novo Nordisk Intellectual Property to research, develop, manufacture, use,
import, export, sale, offer for sale and/or otherwise transfer Licensed
Products, then Novo Nordisk hereby agrees to indemnify, defend and hold harmless
Emisphere against any and all claims by a Third Party alleging infringement of
Third Party intellectual property rights by use of Novo Nordisk Intellectual
Property in the research, development, manufacture, use, import, export, sale,
offer for sale and/or any transfer of Licensed Product(s).

9.3 Emisphere hereby agrees to indemnify, defend and hold harmless Novo
Nordisk against any and all claims by a Third Party alleging infringement of
Third Party intellectual property rights solely by use of Emisphere Intellectual
Property in the research, development, manufacture, use, import, export, sale,
offer for sale and/or any transfer of Program Carrier(s) in Licensed
Product(s).

9.4 If a Third Party alleges infringement of Third Party intellectual
property rights by use of both Emisphere’s and Novo Nordisk’s Intellectual
Property in the research, development, manufacture, use, import, export, sale,
offer for sale and/or any transfer of Licensed Product(s), then Emisphere and
Novo Nordisk shall discuss in good faith to what extent each Party shall
indemnify the other Party against such Third Party claims.

9.5 Each of Novo Nordisk and Emisphere (the “first Party”) must promptly
notify the other of any claims or suits for which the first Party may assert
indemnification from the other Party pursuant to this Section and the first
Party will permit the other Party and its insurer at the other Party's expense
to assume or participate in the defense of any such claims or suits and the
first Party will co-operate with the other Party or its insurers in such defense
when reasonably requested to do so and will not compromise or settle the claim
or suit without the other Party’s prior written consent.

10. Representations and
Warranties

10.1 Mutual Representations and
Warranties. Each Party represents and
warrants to the other that:

(a)
Corporate Power. It is a corporation duly organized and validly existing under the laws of
its jurisdiction of incorporation, and has full corporate power and legal right
and authority to enter into this Agreement and to carry out the provisions
hereof.

(b)
Due Authorization. It is duly authorized to execute and deliver this Agreement and to
perform its obligations hereunder, and the person or persons executing this
Agreement on its behalf has been duly authorized to do so by all requisite
corporate action.

32




(c)
Binding Agreement. This Agreement is legally binding upon it, enforceable in accordance with
its terms. The execution, delivery and performance of this Agreement by it does
not conflict with, or result in the breach of the terms of, any agreement,
instrument or understanding, oral or written, to which it is a Party or by which
it may be bound, nor violate any material law or regulation of any court,
governmental body or administrative or other agency having jurisdiction over
it.

(d)
Grant of Rights; Maintenance of
Agreements. It has not, and shall not during
the Term, grant any right to any Third Party which would conflict with the
rights granted to the other Party hereunder. It has (or shall have at the time
performance is due) maintained and shall maintain and keep in full force and
effect all agreements (including license agreements) and filings (including
patent filings) necessary to perform its obligations hereunder.

(e)
No Litigation or Arbitration. As of the Effective Date of this Agreement, it is not
engaged in any litigation or arbitration, or in any dispute reasonably likely to
lead to litigation, arbitration or other proceeding, which would materially
affect the validity of this Agreement or its ability to fulfill its obligations
under this Agreement.

10.2 Emisphere Representations and
Warranties. Emisphere represents and warrants
to Novo Nordisk that, to the knowledge of Emisphere as of the Effective
Date:

(a) The
rights granted to Novo Nordisk and its Affiliates hereunder do not conflict with
rights granted by Emisphere to any Third Party;

(b)
Emisphere Intellectual Property does not infringe the patent rights or other
intellectual property rights of any Third Party;

(c) Other
than the Pledge and Security Agreement of September 26, 2005 between Emisphere
and MHR Capital
Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional
Partners II LP, MHR Institutional Partners IIA LP, (i) it Controls the Licensed
Patents and Licensed Know-How in the Territory and Emisphere has not entered
into any agreements, assignments, restrictions, liens, encumbrances, disputes,
proceedings or claims relating to, affecting or limiting Emisphere’s rights with
respect to Program Carriers that are inconsistent with the provisions of this
Agreement; and (ii) Emisphere will not enter into any agreements, assignments,
restrictions, liens, or encumbrances relating to, affecting or limiting
Emisphere’s rights with respect to Program Carriers that are inconsistent with
the provisions of this Agreement;

(d) Exhibit
B identifies all of the pending patent applications and unexpired patents that
are Licensed Patents as of the Effective Date. Following the Effective Date,
Emisphere shall notify Novo Nordisk of any update or revision of the list of
Licensed Patents as set forth in Section 8.1(a)(i);

(e) Each of
the patents in the Licensed Patents has been duly maintained and, to the best of
its knowledge, is valid and enforceable;

33




(f) None of
the patents or patent applications set forth in Exhibit B is (i) subject to a
pending interference action, opposition action, re-examination proceeding,
litigation or other similar action by a Third Party challenging such patents or
patent applications, other than actions by Patent Authorities in connection with
the prosecution of patent applications, or (ii) has been abandoned, or has been
asserted to be invalid or unenforceable in a communication to Emisphere or is
subject to any inventorship proceeding or dispute;

(g) It has
informed Novo Nordisk of all material information that may affect the validity,
scope, term or enforceability of the Licensed Patents;

(h) It has
informed Novo Nordisk of all material information it Controls with respect to
Program Carriers;

(i) It has
not entered into any Agreement conferring any rights under Patent Rights or
Know-How Controlled by Emisphere rights relating to Carrier [*****], its formulation, its
method of production/manufacturing and/or its method of use from Emisphere to
any Third Party;

(j) It has
not entered into any Agreement conferring any rights under Patent Rights or
Know-How Controlled by Emisphere relating to formulations of GLP-1 Receptor
Agonists with [*****], their method of production/manufacturing and/or their method of use
from Emisphere to any Third Party; and

(k) There
are no Third Party patents and/or patent applications that claim Carrier
[*****], its formulation,
its method of production and/or its method of use.

10.3 Novo Nordisk Representations
and Warranties. Novo Nordisk represents and
warrants to that, to the knowledge of Novo Nordisk as of the Effective Date the
rights granted to Emisphere and its Affiliates hereunder do not conflict with
rights granted by Novo Nordisk to any Third Party.

10.4 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
NEITHER PARTY MAKES ANY REPRESENTATION AND EXTENDS NO WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED.

10.5 Limitation of
Liability. EXCEPT FOR LIABILITY FOR BREACH OF
SECTION 11 (CONFIDENTIALITY; PUBLICATION), NEITHER PARTY SHALL BE ENTITLED TO
RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ANY LICENSE GRANTED
HEREUNDER; PROVIDED, HOWEVER, THAT THIS SECTION 10.5 SHALL NOT BE CONSTRUED TO LIMIT EITHER
PARTY’S INDEMNIFICATION RIGHTS OR OBLIGATIONS UNDER SECTION 13 OR DAMAGES
AWARDED SPECIFICALLY IN RESPECT OF EITHER PARTY’S GROSS NEGLIGENCE OR WILFULLY
WRONGFUL CONDUCT.

34




11. Confidentiality;
Publication

11.1 Confidentiality.
Except to the extent expressly authorized by this
Agreement or otherwise agreed in writing by the Parties, each Party agrees to
hold, and will cause their respective officers, directors, employees,
accountants, counsels, consultants, advisors and agents to hold, including any
of the aforementioned employed by a Party’s Affiliates, in confidence during the
Term and for ten (10) years thereafter, confidential and shall not publish or
otherwise disclose to a Third Party and shall not use for any purpose other than
as expressly provided for in this Agreement any Confidential Information
furnished to it by the other Party pursuant to this Agreement or any
Confidential Information of the other Party developed as part of the activities
hereunder. Each Party may use such Confidential Information only to the extent
required for the purposes of this Agreement. Each Party shall use at least the
same standard of care as it uses to protect proprietary or confidential
information of its own (but in no event less than reasonable care) to ensure
that its employees, agents, consultants and other representatives do not
disclose or make any unauthorized use of the Confidential Information. Each
Party shall promptly notify the other upon discovery of any unauthorized use or
disclosure of the Confidential Information. 

11.2 Exceptions. Confidential Information shall not include any information
which the receiving Party can prove by competent written evidence:

(a) is now,
or hereafter becomes, through no act or failure to act on the part of the
receiving Party or its Affiliates, generally known or available to the
public;

(b) is known
by the receiving Party or its Affiliates at the time of receiving such
information, as evidenced by its or its Affiliates’ records;

(c) is
hereafter furnished to the receiving Party or its Affiliates, as a matter of
right and without restriction on disclosure, by a Third Party who is under no
obligation of non-disclosure to the disclosing Party or its Affiliates;
or

(d) is the
subject of a written permission to disclose provided by the disclosing
Party.

11.3 Authorized
Disclosure. Each Party may disclose
Confidential Information belonging to the other Party to the extent such
disclosure is necessary in the following instances:

(a) filing
or prosecuting Patents as permitted by this Agreement in order to obtain Patent
Rights that a Party is expressly permitted to
obtain under this Agreement;

(b)
regulatory filings for Licensed Product(s) which such Party has a license to
develop hereunder;

(c)
prosecuting or defending litigation as permitted by this Agreement;

35




(d)
complying with applicable court orders or governmental regulations or law;
and

(e)
disclosure to sublicensees, and disclosure to potential Third Party investors in
confidential financing documents, provided, in each case, that any such
sublicensee or potential Third Party agrees to be bound by similar terms of
confidentiality and non-use at least equivalent in scope to those set forth in
this Section.

Notwithstanding the foregoing, if a
Party is required to make a disclosure of the other Party’s Confidential
Information pursuant to Section 11.3(c) or (d), it shall, except where
impracticable, give reasonable advance notice to the other Party of such
disclosure and use efforts to secure confidential treatment of such information
at least as diligent as such Party would use to protect its own confidential
information, but in no event less than reasonable efforts. In any event, the
Parties agree to take all reasonable actions to avoid disclosure of Confidential
Information hereunder. The Parties shall consult with each other on the
provisions of this Agreement to be redacted in any filings made by the Parties
with the Securities and Exchange Commission or foreign counterpart or as
otherwise required by law.

11.4 Publications.

     (a) Each
Party shall have the right to review and comment on any material proposed for
disclosure or publication by the other Party or the other Party’s Affiliates,
consultants and agents, such as by oral presentation, manuscript or abstract,
which includes Confidential Information of the other Party. Before any such
material is submitted for publication, the Party proposing publication shall
deliver, or shall ensure that the other Party’s Affiliate, consultant or agent
delivers, a complete copy to the other Party at least thirty (30) days prior to
submitting the material to a publisher or initiating any other disclosure. Such
other Party shall review any such material and give its comments to the Party
proposing publication within twenty (20) days of the delivery of such material
to such other Party. The reviewing Party has the right to propose modifications
to the publication or presentation for patent reasons, trade secret reasons or
business reasons, or for purposes of removing Confidential Information of the
reviewing Party or request a reasonable delay in publication or presentation in
order to protect trade secrets or patentable information. If the reviewing Party
requests the removal of the reviewing Party’s Confidential Information or a
delay, the publishing Party must remove such Confidential Information or if a
patent is to be filed delay publication or presentation for a period of 90 days
to enable patent applications to be filed. Upon expiration of such 90 day
period, the publishing Party is free to proceed with the publication or
presentation. Novo Nordisk shall have the right to refuse approval without cause
of publications proposed by Emisphere, except if such publication is an
authorized disclosure under Section 11.3.

     (b) With
respect to oral presentation materials and abstracts, such other Party shall
make reasonable efforts to expedite review of such materials and abstracts, and
shall return such items as soon as practicable to the Party proposing
publication with appropriate comments, if any, but in no event later than thirty
(30) days from the date of delivery to the non-publishing Party. 

     (c) Any
publication shall reference the existence of this Agreement and make appropriate
reference to the contribution of the non-publishing Party.

36





11.5 Publicity.

     (a) The Parties agree to issue the
press release announcing the execution of this Agreement attached as Exhibit C
to this Agreement. The wording of the press release in Exhibit C cannot be
changed by either Party without the prior written consent of the other Party.
The Parties will agree on the date, time and venue for release of the press
release in Exhibit C. Following the release of the press release in Exhibit C,
each Party shall be free to disclose, without the other Party’s prior written
consent, the existence of this Agreement, the identity of the other Party and
those terms of the Agreement which have been previously publicly disclosed in
accordance herewith. In the event of disclosure by a Party of the terms of the
Agreement which have been disclosed previously in the press release attached as
Exhibit C, such Party making the disclosure shall only be allowed to do so by
using the exact same text when making the subsequent disclosure(s) as used in
the press release in Exhibit C.

     (b) Except as set forth in Section
11.5(a), any press release or other public communications by either Party
regarding this Agreement and the relationship of the Parties created hereby
shall be approved in writing in advance by the other Party, except for those
communications required by law. The Parties anticipate that a formal press
release shall be mutually prepared and approved by the Parties should a Licensed
Product(s) achieve one or more of the development or commercialization events
specified in Section 3.2.

12. Term and
Termination

12.1 Term. The term of this Agreement shall commence on the Effective
Date and shall expire on a Licensed Product-by-Licensed Product,
country-by-country basis after expiration of the last to expire Licensed Patent,
Formulation Patent and Option Formulation Patent or 10 years following the First
Commercial Sale of a Licensed Product(s), whichever is later, and Novo Nordisk
shall then have a fully paid-up exclusive license for that Licensed
Product(s).

12.2 Termination by Novo
Nordisk. Novo Nordisk shall have the right to
terminate this Agreement for any reason or for no reason and at any time, upon
ninety (90) days prior written notice to Emisphere.

12.3 Termination by
Emisphere. Emisphere shall have no right to
terminate this Agreement except as explicitly provided for in the
Agreement.

37




12.4 Emisphere shall have the right to terminate this Agreement upon thirty
(30) days written notice to Novo Nordisk in the event that Novo Nordisk (or any
of its Affiliates or any sublicensees granted rights under this Agreement to the
Licensed Patents) challenges the validity, scope or enforceability of any
Licensed Patent in any legal or Patent Authority proceeding provided however
that Emisphere has the right to terminate the Agreement only with respect to all
patents that belong to the patent family of the Licensed Patent that has been
challenged; the remainder of the Agreement as it applies to Licensed Patents
that belong to other non-challenged patent families to which rights are granted
herein shall remain valid and enforceable.

For purposes of this Section 12.4 only,
the term “Affiliate” shall mean any corporation, company, partnership, joint
venture or other entity which is Controlled by a Party, as the case may be. For
the purpose of this definition, “Control” means the ownership of more than fifty
percent (50%) of the issue share capital or the legal power to direct or cause
the direction of the general management and policies of the Party in question.
For purposes of this definition, Novo A/S, the Novo Foundation, MHR Capital
Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional
Partners II LP, MHR Institutional Partners IIA LP and their owners and their
affiliates are not Affiliates of either Emisphere or Novo Nordisk.

12.5 Termination for Material
Breach. (a) If a Party is in material breach
of its obligations hereunder and the other Party provides written notice to the
breaching Party specifying the nature of such breach, the breaching Party shall
either cure such breach or produce a plan for such cure reasonably acceptable to
the other Party within sixty (60) calendar days after such written notice. If
the breaching Party does not provide a plan for cure, or comply with a plan
reasonably acceptable to the non-breaching Party, the non-breaching Party shall
have the right to terminate this Agreement by giving written notice of
termination to the breaching Party. (b) Notwithstanding the foregoing, any
failure by Novo Nordisk timely to pay any amount due under Sections 3.2, 3.3 or
3.5 shall be deemed a material breach of its obligations. Novo Nordisk shall
have [*****] business days following receipt of written notice of such material breach
from Emisphere to cure such breach which cure may only be effected through full
payment of all amounts due pursuant to Novo Nordisk’s obligations under such
sections.

12.6 Effect of
Termination.

(a) Upon
termination of this Agreement by Novo Nordisk for material breach by Emisphere
pursuant to Section 12.5), the licenses granted by Emisphere to Novo Nordisk
under Section 2.1, the restrictions on Emisphere’s activities under Sections 2.1
and 2.2, and each Party’s obligations under Article 3, Sections 4.1, 4.2, 4.3,
4.4, 4.5, 4.6, 4.8 (last three sentences only), Article 5 (except for Section
5.6), Sections 6.1, 6.2, 6.3, 7.1, 7.2, 7.4, 7.5, 7.6, Articles 8 and 9,
Sections 10.5, 11.1, 11.2, 11.3, 11.5, 12.1, 12.6(a), (d) and (e), 12.7, 12.8,
13.2, 13.3, 13.4, 14.2, 14.3, 14.4, 14.5, 14.6, 14.7 and 14.8 shall survive such
termination and shall remain in effect subject to Novo Nordisk’s compliance with
its obligations under Article 3, Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.8
(last three sentences only), Article 5 (except for Section 5.6), Sections 6.1,
6.2, 6.3, 7.1, 7.2, 7.4, 7.5, 7.6, Articles 8 and 9, Sections 10.5, 11.1, 11.2,
11.3, 11.5, 12.1, 12.6(a), (d) and (e), 12.7, 12.8, 13.2, 13.3, 13.4, 14.2,
14.3, 14.4, 14.5, 14.6, 14.7 and 14.8. Any terms defined in Section 1 of this
Agreement which are being referenced in any of the aforementioned surviving
sections shall also remain in effect after termination of the Agreement. In
addition, Sections 12.2, 12.3. 12.4, 12.5, and 12.6(b) and (c) shall survive
with respect to the foregoing surviving provisions.

38




(b) Upon
termination of this Agreement by Emisphere for material breach by Novo Nordisk
pursuant to Section 12.5:

(i) the
licenses granted by Emisphere under Sections 2.1 and 2.2 shall automatically
terminate and revert to Emisphere and the restrictions on Emisphere’s activities
under Sections 2.1 and 2.2 shall automatically terminate; and

(ii) Novo
Nordisk shall transfer to Emisphere as soon as reasonably practicable all
information relating solely to the Program Carrier(s) (if any) and/or received
by Novo Nordisk under Sections 4.2 and 7.2.

(c) Upon
termination of this Agreement in its entirety by Novo Nordisk pursuant to
Section 12.2:

(i) the
licenses granted by Emisphere under Sections 2.1 and 2.2 shall automatically
terminate and revert to Emisphere and the restrictions on Emisphere’s activities
under Sections 2.1 and 2.2 shall automatically terminate;

(ii) Novo
Nordisk shall transfer to Emisphere as soon as reasonably practicable all
information received by Novo Nordisk under Sections 4.2 and 7.2; and

(iii) Upon
Emisphere’s request, the Parties shall negotiate in good faith the potential
transfer of other information solely related to the Program Carriers.

(d)
Expiration or termination of this Agreement shall not relieve the Parties of any
obligation accruing prior to such expiration or termination.

(e) Within
thirty (30) days following the expiration or termination of this Agreement,
except to the extent and for so long as a Party retains license rights under
Sections 12.7(a) and except as provided in Section 7.2, each Party shall destroy
or deliver to the other Party any and all Confidential Information of the other
Party in its possession. Notwithstanding the above, each Party may retain one
archival copy of the other Party’s Confidential Information solely for the
purpose of ascertaining its compliance with the confidentiality obligations of
this Agreement.

12.7 Damages; Relief.
Expiration or termination of this Agreement shall not
preclude either Party from claiming any other damages, compensation or other
remedies available at law that it may be entitled to upon such expiration or
termination.

39




12.8 Rights in
Bankruptcy. The occurrence of bankruptcy of
Emisphere, will not, in itself, impact Novo Nordisk’s license under this
Agreement, nor adversely impact the right of Emisphere to receive royalties or
milestones. All rights and licenses granted under or pursuant to this Agreement
by Emisphere to Novo Nordisk are, and shall otherwise be deemed to be, for
purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to
“intellectual property” as defined under Section 101 of the U.S. Bankruptcy
Code. The Parties agree that Novo Nordisk, as licensee of such rights under this
Agreement, shall retain and may fully exercise all of its rights and elections
under the U.S. Bankruptcy Code. The Parties further agree that, in the event of
the commencement of a bankruptcy proceeding by or against Emisphere under the
U.S. Bankruptcy Code, Novo Nordisk shall be entitled to a complete duplicate of
(or complete access to, as appropriate) any such intellectual property and all
embodiments of such intellectual property, shall be promptly delivered to Novo
Nordisk (i) upon any such commencement of a bankruptcy proceeding upon Novo
Nordisk’s written request therefor, unless Emisphere elects to continue to
perform all of its obligations under this Agreement, or (ii) if not delivered
under (i) above, following the rejection of this Agreement by or on behalf of
the Party subject to such proceeding upon written request therefor by the
non-subject Party. Novo Nordisk agrees that in consideration of the rights
granted under the license it will pay to Emisphere all royalty and milestone
payments which would have been payable under this Agreement by Novo Nordisk in
respect of the exercise of its rights under the license granted in this
Agreement. The provisions of this Section 12.9 are without prejudice to any
rights Novo Nordisk may have arising under any applicable insolvency statute or
other applicable law.

12.9 Survival. 

(a) In the
event of expiration of this Agreement under Section 12.1, Sections 2.1 (a), 4.3,
8.1 (c), (d), and (e), Article 9, Sections 10.5, 11.1, 11.2, 11.3, 12.6 (d) and
(e), 12.7, this 12.9, 13.2, 13.3, 13.4, 14.3 and 14.5 shall survive and remain
in effect after such expiration of the Agreement. Any terms defined in Section 1
of this Agreement which are being referenced in any of the aforementioned
surviving sections shall also remain in effect after expiration of the
Agreement.

(b) In the
event of termination of this Agreement (except if such termination is by Novo
Nordisk under Section 12.5 for Emisphere's material breach in which case Section
12.6 (a) applies), Sections 8.1 (c), (d), and (e), Article 9, Sections 10.5,
11.1, 11.2, 11.3, 12.6, 12.7, this 12.9, 13.2, 13.3, 13.4, 14.3 and 14.5 shall
survive termination and remain in effect after such termination of the
Agreement. Any terms defined in Section 1 of this Agreement which are being
referenced in any of the aforementioned surviving sections shall also remain in
effect after termination of the Agreement.

40




13. Governing Law and Dispute
Resolution

13.1 Resolution of Disputes by Senior
Management.

In the event of a dispute, controversy
or claim between the Parties under this Agreement, such dispute, controversy or
claim shall be presented to the appropriate management within each Party for
resolution except if the dispute, controversy or claim concerns a matter or
activity on which Novo Nordisk has the right to decide at its sole discretion as
set forth in the Agreement. The appropriate management shall have sixty (60)
days in which to discuss in good faith a resolution of the dispute, controversy
or claim. If the appropriate management of the Parties are unable to resolve the
matter within sixty (60) days, the dispute, controversy or claim, shall be
submitted promptly to the to the Chief Executive Officer of Emisphere or its
delegate and either the Chief Science Officer or the Chief Operating Officer of
Novo Nordisk or their delegate for resolution. If one Party does not comply with
the above, or the Chief Executive Officer of Emisphere or its delegate and
either the Chief Science Officer or the Chief Operating Officer of Novo Nordisk
are unable to resolve the dispute, controversy or claim within thirty (30) days,
the dispute, controversy or claim shall be resolved as set forth in Section
13.3.

13.2 Governing Laws.
This Agreement shall be governed in all respects by the
laws of the State of New York, USA, without regard to its choice of law
provisions.

13.3 Submission to
Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or
based on any matter arising out of or in connection with, this Agreement or the
transactions contemplated hereby shall be brought in the Federal court sitting
in Manhattan, New York, New York, USA, and each of the Parties hereby
irrevocably consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such court or that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.

13.4 Specific
Enforcement. Each Party hereto acknowledges
that the remedies at law of the other Party for a breach or threatened breach of
this Agreement would be inadequate and, in recognition of this fact, any Party
to this Agreement, without posting any bond, and in addition to all other
remedies that may be available, shall be entitled to obtain equitable relief in
the form of specific performance, a temporary restraining order, a temporary or
permanent injunction or any other equitable remedy that may then be
available.

14. General
Provisions

14.1 Entire Agreement;
Modification. This Agreement (including the
Exhibits hereto) is both a final expression of the Parties’ agreement and a
complete and exclusive statement with respect to all of its terms. This
Agreement supersedes all prior and contemporaneous agreements and
communications, whether oral, written or otherwise, concerning any and all
matters contained herein. No trade customs, courses of dealing or courses of
performance by the Parties shall be relevant to modify, supplement or explain
any term(s) used in this Agreement. This Agreement may not be modified or
supplemented by any purchase order, change order, acknowledgment, order
acceptance, standard terms of sale, invoice or the like. This Agreement may only
be modified or supplemented in a writing and signed by the Parties to this
Agreement.

41




14.2 Relationship Between the
Parties. The Parties’ relationship, as
established by this Agreement, is solely that of independent contractors. This
Agreement does not create any partnership, joint venture or similar business
relationship between the Parties. Neither Party is a legal representative of the
other Party; neither Party can assume or create any obligation, representation,
warranty or guarantee, express or implied, on behalf of the other Party for any
purpose whatsoever.

14.3 Non-Waiver. The failure of a Party to insist upon strict performance of
any provision of this Agreement or to exercise any right arising out of this
Agreement shall neither impair that provision or right nor constitute a waiver
of that provision or right, in whole or in part, in that instance or in any
other instance. Any waiver by a Party of a particular provision or right shall
be in writing, shall be as to a particular matter and, if applicable, for a
particular period of time and shall be signed by such Party.

14.4 Assignment. Except as expressly provided hereunder, neither this Agreement
nor any rights or obligations hereunder may be assigned or otherwise transferred
by either Party without the prior written consent of the other Party (which
consent shall not be unreasonably withheld); provided, however, that either Party
may assign this Agreement and its rights and obligations hereunder without the
other Party’s consent:

(a) in
connection with the transfer or sale of all or substantially all of the business
of such Party to which this Agreement relates to a Third Party, whether by
merger, sale of stock, sale of assets or otherwise, so long as such Third Party
agrees in writing to assume all of the rights and obligations of the assigning
Party under this Agreement, and provided that in the event of a transaction
(whether this Agreement is actually assigned or is assumed by the acquiring
Party by operation of law), intellectual property rights of the acquiring party
to such transaction (if other than one of the Parties to this Agreement) shall
not be included in the technology licensed hereunder; or

(b) to an
Affiliate, provided that the assigning Party shall remain liable and responsible
to the non-assigning Party hereto for the performance and observance of all such
duties and obligations by such Affiliate.

The rights and obligations of the
Parties under this Agreement shall be binding upon and inure to the benefit of
the successors and permitted assigns of the Parties. Any assignment not in
accordance with this Agreement shall be void.

14.5 No Third Party
Beneficiaries. This Agreement is neither
expressly nor impliedly made for the benefit of any party other than those
executing it.

14.6 Severability. If, for any reason, any part of this Agreement is adjudicated
invalid, unenforceable or illegal by a court of competent jurisdiction, such
adjudication shall not affect or impair, in whole or in part, the validity,
enforceability or legality of any remaining portions of this Agreement. All
remaining portions shall remain in full force and effect as if the original
Agreement had been executed without the invalidated, unenforceable or illegal
part.

42




14.7 Notices. Any notice to be given under this Agreement must be in writing
and delivered either (a) in person, (b) by any method of mail (postage prepaid)
requiring return receipt, (c) by overnight courier confirmed thereafter to the
Party to be notified at its address (es) given below, or at any address such
Party has previously designated by prior written notice to the other. Notice
shall be deemed sufficiently given for all purposes upon the earlier of: (a) the
date of actual receipt; (b) if mailed, five business days after the date of
postmark; or (c) if delivered by overnight courier, the next business day the
overnight courier regularly makes deliveries.

	If to
      Novo Nordisk, notices must be addressed to: 
	 
	 	Novo Nordisk
      A/S 
	 
	 	Novo
    Allé 
	 
	 	2880
      Bagsvaerd 
		Denmark
	 	Attn: Head of
      Business Development 
	 
	With a copy
      to: 	Novo Nordisk
      A/S 
	 	Novo
    Allé 
	 	2880
      Bagsvaerd 
		Denmark
	 	Attn: General
      Counsel 
	 
	If to
      Emisphere, notices must be addressed to: 
	 
	 	Emisphere
      Technologies, Inc. 
	 	240 Cedar Knolls
      Road 
	 	Cedar Knolls, NJ
      07960 
	 	Attention:
      President and CEO 
	 
	With a copy
      to:                   	Emisphere
      Technologies, Inc. 
	 	240 Cedar Knolls
      Road 
	 	Cedar Knolls, NJ
      07960 
	 	Attention:
      General Counsel 



43




14.8 Force Majeure. Except for the obligation to make payment when due, each Party
shall be excused from liability for the failure or delay in performance of any
obligation under this Agreement by reason of any event beyond such Party’s
reasonable control including but not limited to Acts of God, fire, flood,
explosion, earthquake, or other natural forces, war, civil unrest, accident,
destruction or other casualty, any lack or failure of transportation facilities,
any lack or failure of supply of raw materials, any strike or labor disturbance,
or any other event similar to those enumerated above. Such excuse from liability
shall be effective only to the extent and duration of the event(s) causing the
failure or delay in performance and provided that the Party has not caused such
event(s) to occur. Notice of a Party’s failure or delay in performance due to
force majeure must be given to the other Party within ten (10) calendar days
after its occurrence. All delivery dates under this Agreement that have been
affected by force majeure shall be tolled for the duration of such force
majeure. In no event shall any Party be required to prevent or settle any labor
disturbance or dispute.

14.9 Except as provided herein, nothing contained in this Agreement shall be
construed as conferring any right on either Party to use in advertising,
publicity or other promotional activities any name, trade name, trademark or
other designation of the other Party, including any contraction, abbreviation or
simulation of any of the foregoing, unless the express written permission of
such other Party has been obtained.

14.10 Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original document, and all of which, together with this
writing, shall be deemed one instrument.

[Remainder of page left intentionally
blank]

44




     IN
WITNESS WHEREOF, the Parties hereto have duly
executed this Agreement.

	 
	 
	
      Emisphere Technologies,
      Inc.

	 
	 
	 
	By:  	/s/ Michael V. Novinski 	 
	Name: 	Michael V. Novinski 
	Title: 	President and Chief Executive Officer 
	Date: 	21
      June 2008 
	 
	 
	 
	Novo
      Nordisk AS 
	 
	 
	 
	By:  	/s/ Peter
      Kurtzhals                    	 
	Name: 	Peter
      Kurtzhals 
	Title: 	Senior
      Vice President, Diabetes Research Unit 
	Date: 	21
      June 2008 



45




Exhibit A

STRUCTURES OF
CARRIERS [*****]
below) and [*****]

[*****]

 

 

 

 

 

 

 

46




Exhibit B

PATENTS AND PENDING PATENT
APPLICATIONS

[*****]

 

 

 

 

 

 

 

47




Exhibit C

PRESS
RELEASE
 


	
      For further information
      contact:
Bob Madison, Senior
      Director Corporate Communications 
973-532-8001 or bmadison@emisphere.com

      Adam Friedman, Adam Friedman
      Associates 
212-981-2529, ext. 18 or adam@adam-friedman.com




EMISPHERE ANNOUNCES
LICENSE
AGREEMENT WITH NOVO NORDISK TO
DEVELOP ORAL 
FORMULATION OF GLP-1 RECEPTOR AGONISTS FOR

DIABETES

CEDAR KNOLLS, NJ, June 23, 2008 –
Emisphere Technologies, Inc. (NASDAQ: EMIS) and Novo Nordisk A/S (NYSE: NVO)
have entered into an exclusive Development and License Agreement to develop and
commercialize oral formulations of Novo Nordisk’s proprietary GLP-1 receptor
agonists, which have the potential of treating Type 2 diabetes, using
Emisphere’s eligen® technology. The agreement includes
at least $87 million in product development and sales milestone payments to
Emisphere, of which $10 million will be the minimum first year payment, as well
as royalties on sales. The agreement also provides Novo Nordisk with the option
to develop oral formulations of Novo Nordisk compounds other than GLP-1 receptor
agonists using Emisphere’s proprietary carrier technology. Further financial
details of the agreement were not made public.

Under the new agreement, Novo Nordisk
is responsible for the development and commercialization of the product
candidates. Novo Nordisk and Emisphere have collaborated since 2007 on
early-stage preclinical research that has preliminarily confirmed the utility of
Emisphere’s carriers to provide bioavailable oral formulations of GLP-1 receptor
agonists.

“This partnership with Novo Nordisk is
important for Emisphere for several reasons,” said Michael V. Novinski,
President and Chief Executive Officer of Emisphere. “First, it couples Emisphere
with Novo Nordisk, the worldwide leader in the field of diabetes research.
Second, it places our technology with a treatment for diabetes that we hope will
be able to improve upon the healthcare of millions of patients with this
disease. Finally, it also positions our eligen®
technology in such a way that helps to bring innovative solutions to the
pharmaceutical development arena.”

"This is an encouraging agreement on a
promising technology for oral administration of proteins. It fits very well with
Novo Nordisk’s strategy within diabetes research," said Peter Kurtzhals, Senior
Vice President, Diabetes Research Unit.

48




Emisphere’s broad-based drug delivery
technology platform, known as the eligen® technology,
uses proprietary, synthetic chemical compounds, known as Emisphere delivery
agents, sometimes called carriers. Emisphere’s eligen®
technology makes it possible to deliver a therapeutic molecule without altering
its chemical form or biological integrity.

ABOUT EMISPHERE TECHNOLOGIES,
INC.

Emisphere Technologies, Inc. is a
biopharmaceutical company that focuses on a unique and improved delivery of
therapeutic molecules and pharmaceutical compounds using its
eligen® Technology. Some of these molecules or
compounds can only be given by injection; when combined with our technology;
convenient oral versions may be safe, effective and provide significant
advantages. The benefits of other compounds are limited due to poor
bioavailability, slow on-set of action or variable absorption. In those cases,
use of Emisphere’s technology can improve the therapeutic effectiveness of the
compounds. The eligen® technology can be applied to the
oral route of administration as well other delivery pathways. The Web site is:
www.emisphere.com.

ABOUT NOVO
NORDISK.

Novo Nordisk is a healthcare company
and a world leader in diabetes care. In addition, Novo Nordisk has a leading
position within areas such as haemostasis management, growth hormone therapy and
hormone replacement therapy. Novo Nordisk manufactures and markets
pharmaceutical products and services that make a significant difference to
patients, the medical profession and society. With headquarters in Denmark, Novo
Nordisk employs approximately 26,300 employees in 80 countries, and markets its
products in 179 countries. Novo Nordisk's B shares are listed on the stock
exchanges in Copenhagen and London. Its ADRs are listed on the New York Stock
Exchange under the symbol 'NVO'. For more information, visit
novonordisk.com.

Safe Harbor Statement Regarding
Forward-looking Statements

The statements in this release and
oral statements made by representatives of Emisphere relating to matters that
are not historical facts (including without limitation those regarding the
timing or potential outcomes of research collaborations or clinical trials, any
market that might develop for any of Emisphere's product candidates and the
sufficiency of Emisphere's cash and other capital resources) are forward-looking
statements that involve risks and uncertainties, including, but not limited to,
the likelihood that future research will prove successful, the likelihood that
any product in the research pipeline will receive regulatory approval in the
United States or abroad, the ability of Emisphere and/or its partners to
develop, manufacture and commercialize products using Emisphere's drug delivery
technology, Emisphere's ability to fund such efforts with or without partners,
and other risks and uncertainties detailed in Emisphere's filings with the
Securities and Exchange Commission, including those factors discussed under the
caption "Risk Factors" in Emisphere's Annual Report on Form 10-K (file no.
1-10615) filed on March 5, 2007 and our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2007, filed on May 7, 2007.

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